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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 
 
FORM
10-K
 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the fiscal year ended MARCH 31, 2024
 
-OR-
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the transition period from ___________ to ___________
 
Commission
File No. 000-55997
 
SHARING
SERVICES GLOBAL CORPORATION
(Exact
name of registrant as specified in its charter)
 


Nevada
 
30-0869786

(State
    or other jurisdiction of
 
(I.R.S.
    Employer

incorporation
    or organization)
 
Identification
    No.)

 
 
 

5200
    Tennyson Parkway, Suite 400, Plano, Texas
 
75024

(Address
    of principal executive offices)
 
(Zip
    Code)

 
Registrant’s
telephone number, including area code: (469) 304-9400
 
Securities
registered pursuant to Section 12(b) of the Act: None
 
Securities
registered pursuant to Section 12(g) of the Act:
Class A common
stock, $0.0001 par value per share
(Title
of class)
 
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
 
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 


Large
    accelerated filer ☐
Accelerated
    filer ☐

Non-accelerated
    filer ☐
Smaller
    reporting company ☒

 
Emerging
    growth company ☐

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
 
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
 
As
of September 30, 2023, the aggregate market value of the registrant’s voting and non-voting Class A common stock held by non-affiliates
of the registrant, based on the closing price for the registrant’s Class A common stock, was $665,233. As of June 24, 2024,
there were 376,328,885 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class
B common stock outstanding.
 
DOCUMENTS
INCORPORATED BY REFERENCE
 
Certain information required for Part III of this report is incorporated
herein by reference to the definitive proxy statement for the 2024 annual meeting of the registrant’s stockholders (the “2024
Annual Meeting of Stockholders”), expected to be filed within 120 days of the end of the registrant’s fiscal year.
 
 

 

 
 

 
TABLE
OF CONTENTS
 


 
 
Page

 
PART I
 

 
 
 

ITEM
    1.
BUSINESS
1

ITEM
    1A.
RISK FACTORS
10

ITEM
    1B.
UNRESOLVED STAFF COMMENTS
25

ITEM
    1C.
CYBERSECURITY
25

ITEM
    2.
PROPERTIES
25

ITEM
    3.
LEGAL PROCEEDINGS
25

ITEM
    4.
MINE SAFETY DISCLOSURES
25

 
 
 

 
PART II
 

 
 
 

ITEM
    5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
26

ITEM
    6.
[RESERVED]
28

ITEM
    7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
28

ITEM
    7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
36

ITEM
    8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
37

ITEM
    9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
72

ITEM
    9A.
CONTROLS AND PROCEDURES
72

ITEM
    9B.
OTHER INFORMATION
72

ITEM
    9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
72

 
 
 

 
PART III
 

 
 
 

ITEM
    10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
73

ITEM
    11.
EXECUTIVE COMPENSATION
73

ITEM
    12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
73

ITEM
    13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
74

ITEM
    14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
74

 
 
 

 
PART IV
 

 
 
 

ITEM
    15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
75

ITEM
    16.
FORM 10-K SUMMARY
76

SIGNATURES
77

 

ii
 

 
In
this Annual Report, references to “the Company,” “Sharing Services,” “our company,” “we,”
“our,” “ours” and “us” refer to Sharing Services Global Corporation (formerly Sharing Services, Inc.)
and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
 
cautionary
notice regarding forward-looking statements
 

Portions of this Annual Report on Form 10-K (including information
incorporated by reference) (“Annual Report”) include “forward-looking statements” within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995, based on our current beliefs, expectations and
projections regarding any strategic transaction process; the ability to advance our research and development activities and pursue development
of any of our pipeline products; our technology; our product and service development opportunities and timelines; our business strategies;
customer acceptance and the market potential of our technology; products and services; our future capital requirements; our future financial
performance; and other matters. This includes, in particular, Item 1. “Business” and Item 7. “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” of this Annual Report, as well as other portions of this Annual Report.
The words “believe,” “expect,” “anticipate,” “project,” “could,” “would,”
and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the
statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors
that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements.
As a result, you should not place undue reliance on any forward-looking statements. The most significant of these risks, uncertainties
and other factors are described in Item 1A. “Risk Factors” of this Annual Report. Except to the limited extent required by
applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. 

 

iii
 

 
PART
I
 
ITEM
1. BUSINESS.
 
Sharing
Services Global Corporation (“Sharing Services”) and its subsidiaries (collectively, the “Company”) aim to build
shareholder value by developing or investing in innovative emerging businesses and technologies that augment the Company’s products
and services portfolio, business competencies, and geographic reach.
 
Our
combined platform leverages the capabilities and expertise of various companies that market and sell products and services direct to
the consumer through independent contractors. The Company’s new shared service platform is intended to service the direct selling
“gig economy” sector by providing needed services (such as equity and inventory financing, advisory services, mobile application
tools, merchant processing services, commercial insurance, and event planning) to smaller direct sales companies initially in the United
States (“U.S.”).
 
Currently,
the Company markets and distributes its health and wellness products primarily in the U.S. and Canada using a direct selling business
model through its proprietary websites: www.thehappyco.com. In addition, the Company is in the process of revamping its subscription-based
travel services, MyTravelVentures, that used to conduct its business via direct selling business model through its proprietary website:
www.mytravelventures.com.
 
The
Company intends to continue to grow its business both organically and by making strategic acquisitions from time to time of businesses
and technologies that augment its product portfolio, complement its business competencies, and fit its growth strategy.
 
Our
History
 
Sharing
Services was originally incorporated under the name Sharing Services, Inc. on April 24, 2015. In December 2017, the Company, through
its U.S.-based subsidiaries, launched its Elevate brand of health and wellness products.
 
In
January 2019, Sharing Services, Inc. changed its corporate name to Sharing Services Global Corporation to better reflect the Company’s
strategic intent to grow its business globally. In connection with the name change, the Company adopted the trading symbol SHRG effective
April 4, 2019. Prior to this, the Company’s Common Stock traded under the trading symbol SHRV.
 
In
February 2021, the Company rebranded its product offerings under the new marketing banner, “The Happy Co TM,”
to capitalize on its vision that Everyone Deserves to be Happy. As part of this business initiative, the Company updated its customer
messaging to re-emphasize the Company’s core values, including, among others: “harnessing the power of happiness;”
“offering products you love;” “achieving more together;” and “offering products by people, for people.”
 
In
June 2021, the Company expanded its geographical footprint, and through its wholly-owned subsidiary, commenced operations in the Republic
of Korea (South Korea).
 
In
late 2022, through its subsidiary, Global Travel Destinations (“MyTravelVentures” or “MTV”), the Company launched
a subscription-based travel service. MyTravelVentures’ services are designed to offer discounts in connection with travel, including
on airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people of all ages, demographics,
and economic backgrounds. MTV also provides entrepreneurial opportunities to its subscribers by capitalizing on both the direct selling
model and the retail travel business model. The Company is in the process of revamping its travel services business and has temporarily
suspended its MTV business operation to prepare for its re-launch in November 2024.
 

1
 

 
Strategic
Growth Initiatives
 
The
Company intends to grow its business by pursuing a multipronged growth strategy, that includes expanding: (a) its product offerings,
both within the health and wellness category and in new product categories, (b) its direct-to consumer geographic footprint, and (c)
re-vamping and re-launching its previously announced membership-based consumer travel products line. This growth strategy may also include
the use of strategic acquisitions of businesses that augment the Company’s product and services portfolio, business competencies
and geographic reach.
 
Key
Global Industry and Business Trends  
 
We
believe the following industry and business trends will provide opportunities for the Company to grow its business in a sustained manner
in the future:
 


 
●
The
    Global direct selling industry remains strong. According to the World Federation of Direct Selling Associations (the “WFDSA”),
    worldwide industry sales were $173 billion in 2022 a decrease of $2.7 billion from prior year of $176 billion in 2021, with the Americas
    and Asia accounting for more than $137 billion in sales.

 
 
 

 
●
Global
    interest in direct selling is strong. According to the WFDSA, the worldwide direct selling industry salesforce has grown from 168
    million in 2019 to 173 million in 2021, an increase of over 3%.

 
 
 

 
●
The
    U.S. direct selling industry continues to grow. For example, total industry sales in the U.S. grew from $37.7 billion in 2019 to
    $43.1 billion in 2022, an increase 14%, according to the U.S.-based Direct Selling Association (the “DSA”).

 
 
 

 
●
Interest
    in direct selling in the U.S. has grown in recent years. The number of direct sellers in the U.S. grew from 6.2 million in 2018 to
    6.7 million in 2022, an increase of over 8%, according to the DSA.

 
 
 

 
●
Consumer
    attitudes to direct selling continue to be favorable. The results of a consumer attitude survey released by the DSA show that 79%
    of consumers consistently gave the direct selling industry a positive rating during the past 10 years.

 
 
 

 
●
The
    level of interest in the direct selling industry is high among younger sectors of the population. Over 70% of the people involved
    in direct selling, in the U.S. and worldwide, were between the ages of 20 and 54, according to the WFDSA and the DSA. 

 
 
 

 
●
Participation
    in the industry by women is high. For example, women made up approximately 75% of the people involved in direct selling in 2022,
    in the U.S., according to the DSA. By comparison, the U.S. Census Bureau estimates that women make up about 51% of the overall 2020
    U.S. population.

 
 
 

 
●
Wellness
    products are the largest sector in the industry. Wellness products (such as our Elevate product line), accounted for over 35% of
    the industry’s sales in 2022, in the U.S., according to the DSA.

 
 
 

 
●
The
    initial costs and business risks in direct selling are relatively lower. According to “2020 Consumer Attitudes & Entrepreneurship
    Study,” published by the DSA, the required start-up costs and business risks associated with direct selling in the U.S. are
    lower than those for most competing entrepreneurial business opportunities.

 

2
 

 
Travel
Services
 
Travel
is essential to driving economic growth and job creation in states, destinations, and communities across the U.S., and it is indispensable
to our nation’s global competitiveness. Travel accounted for $1.3 trillion in direct spending in 2023 — which produced an
economic footprint of $2.8 trillion. In 2023, travel supported nearly 15 million American workers and
directly employed 8 million. This economic and job growth was largely due to the robust return of domestic leisure travel, which far
outpaced the recovery of the business travel and international travel segments.
 
International
travel plays a critical role in the US economy. Prior to the COVID-19 pandemic, in 2019, international visitors spent $233.5 billion
experiencing the U.S.; injecting nearly $640 million a day into the U.S. economy. The U.S. travel and tourism industry generated $1.9
trillion in economic output, supporting 9.5 million American jobs, and accounted for 2.9% of U.S. Gross Domestic Product. At 14.5% of
international travel spending globally, international travelers spend more in the U. S. than any other country.
 
Global
Travel
 
The
travel industry accounted for approximately $5.8 trillion dollars globally in 2021 — a large portion of which came from the largest
travel companies in the world. These outfits cater to both businesses and individuals and make the process of transit and accommodation
a streamlined affair, with most transactions booked online.
 
Business
Segments, Geographic Area Information and Seasonality
 
The
Company operates primarily in two business segments: sale of health and wellness products, and sale of member-based travel services through
an independent sales force. During the fiscal years ended March 31, 2024 and 2023, approximately 100% and 99%, respectively, of the Company’s
consolidated sales were derived from sales of health and wellness products.
 
During
the fiscal years ended March 31, 2024 and 2023, 95% and 91%, respectively, of the Company’s consolidated sales were made to
customers and independent contractor distributors located in the United States (the “U.S.”). See Note 20 - “BUSINESS
SEGMENT AND GEOGRAPHIC AREA INFORMATION” of the Notes to Consolidated Financial Statements contained in Item 8 — “Financial
Statements and Supplementary Data” of this Annual Report for more details.
 
While
the Company’s business generally is not highly seasonal in nature, sales activity is normally slower during November and December,
when many customers and independent contractor distributors in the U.S. traditionally take a holiday break.
 
Competition

 
The
health and wellness direct selling industry is highly fragmented and competitive, and there are few barriers to entering the industry.
We compete with other direct selling businesses, including many that have a longer operating history, higher visibility and name recognition,
and more financial resources than we do. Among others, these network marketing companies include Amway Corporation, Avon Products, Herbalife
Nutrition, Mary Kay, Nature’s Sunshine Products, The Body Shop, Nu Skin Enterprises and Youngevity International. Our competitors
also include a wide range of retailers, including traditional retail stores that offer their products in “brick and mortar”
outlets and/or online, and e-commerce-based retailers. These retailers include, among other: CVS Health Corporation (Pharmacies), GNC
Holdings (a specialty retailer), Target Corporation, The Vitamin Shoppe, Walgreens Boots Alliance (Pharmacies) and Walmart.
 
The
marketplace for subscription-based travel and leisure services is currently very dynamic and competitive, and highly fragmented. The
barriers to entry are low and new competitors continuously emerge. We compete with many well-known companies, including some with greater
resources, such as: Costco, Inspirato, Travel & Leisure Club, TripAdvisor, and Virgin Hotels, just to name a few. Our competitors
may adopt aspects of our business model or may introduce new business models or services that we may need to adopt or otherwise adapt
to in order to compete effectively, which could reduce our ability to differentiate our travel services from those of our competitors.
Increased competition could result in a reduction in revenue, higher cost or reduced market share. We compete with many well-known companies,
including some with greater resources, such as: Costco Travel (a division of Costco Wholesale), Inspirato Inc., Travel & Leisure
Co., TripAdvisor, Inc., and Virgin Hotels (a division of Virgin Group), just to name a few.
 

3
 

 
We
compete in these marketplaces by emphasizing differentiators such as our access to exclusive products and services, the quality and efficacy
of our product and service offerings, the reliability and convenience of our distribution system, and a personalized customer service
experience. We offer products and services that aim to improve the health and happiness of our customers and distributors. In addition,
our direct selling business model, provides our independent contractor distributors the opportunity to build wealth by growing and operating
of their own distribution business.
 
We
also compete with other direct selling organizations in our efforts to attract and retain our independent contractor distributors by
emphasizing the strengths of our product line, entrepreneurship and leadership training, a comprehensive sales compensation plan, a strong
marketing focus, positive corporate values, and strong management leadership.
 
Travel
 
Thanks
to the 10 largest travel companies in the world, consumers are able to book a plane, hotel, cruise, rental car, and more, often through
one single web page. These companies can be dedicated to both businesses and consumers (oftentimes both) and are the biggest contributors
to the travel industry’s nearly $5.8 trillion global economic contribution in 2021.
 
Beginning
with the widespread adoption of the internet, the travel industry has split into two different sectors. The more traditional travel agency
is one where most customers interact on a personal one-to-one basis with a travel agent, and these have existed for many decades. Today,
the largest travel companies are all online and skip personal interaction to instead opt for integrated systems that work for every method
of travel.
 
Currently,
the largest travel online companies in the world include: Booking.com; Priceline.com; Trivago; Expedia.com; Hotels.com; Hotwire.com;
Orbitz. Com; and Kayak.com.
 
Unlike the other online
travel companies that sell to the public and spend millions of dollars each month on radio, television and billboards, MTV sells direct
to consumers by way of independent sales representatives who promote and sell direct to consumers for a commission base payout. We only
sell to consumers that join their membership-based subscription, which then offer the lowest rates available and do not mark up the travel
unlike their competitors. Similar to large wholesale buying clubs like Costco and Sam’s club, where the consumer pays for a membership
to offset the retail prices of consumer goods. Travel is sold at up to 65% off any companies, because we collect a monthly membership
fee which offsets the expenses. 
 
Competitive
Strengths
 
We
believe the following competitive strengths differentiate us from our competitors and will help drive our future growth:
 


 
●
A
    strong management team consisting of senior and middle management professionals with significant direct selling industry and global
    business experience.

 
 
 

 
●
An
    exclusive line of Nootropic products sourced through one or more exclusive strategic partnerships and not available through traditional
    sales channels.

 
 
 

 
●
Best
    in class marketing process that focuses on the nutritional value and/or other health benefits of our health and wellness products.

 
 
 

 
●
Our
    ability to offer our industry-exclusive brands directly to consumers using a friendly, highly trained entrepreneurial sales force.

 
 
 

 
●
Our
    30-day, “full customer satisfaction or your money back” product return policy.

 

4
 

 
Our
Health and Wellness Product Line
 
The
Company launched its current health and wellness product line, under the name Elevate, in 2017. In 2021, we rebranded our products
under The Happy Co trademark. The Company’s health and wellness product line consists of Nootropics, natural products aimed at
improving the health and happiness of its customers and distributors. We aim to grow health and wellness product offerings by developing,
acquiring, and introducing new products and services. In fiscal years ended March 31, 2024 and 2023, approximately 100% and 99%,
respectively, of the Company’s consolidated sales were from sale of its health and wellness products.
 
Key
Products and Services
 
We
purchase our proprietary and non-proprietary products from independent formulators and manufacturers who specialize in wellness and skincare
products. We take pride in our commitment to offer the finest products in the industry, including, but not limited to:
 
Health
& Wellness Products
 
Elevate
MAX® Happy Coffee - A delicious 100% Arabica coffee drink with a combination of at least five powerful mood-enhancing
ingredients and a non-stimulant thermogenic agent, p-synephrine, known to increase the breakdown of fats. When combined with XanthoMax®,
Elevate MAX® coffee completes the set of four hormones that are associated with happiness.
 
XanthoMax®
Happy Caps - An encapsulated wellness supplement designed to deliver Xanthohumol, a powerful antioxidant, and Turmeric.
Xanthohumol is a natural ingredient that helps the body release elevated amounts of Oxytocin, commonly referred to as the “hormone
of happiness.” When combined with any of the Company’s functional beverages XanthoMax® completes the set of
four hormones that are associated with happiness.
 

5
 

 
KetoCre®
Keto Creamer- A delicious Ketogenic creamer designed to support a healthy Keto diet, and a great addition to any weight
management program.
 
Elevate
ZEST® Happy + Lemonade - A refreshing, potent Nootropic blend with a smooth lemonade twist and a proprietary blend
of natural Nootropic ingredients designed to assist with mental clarity, memory, and energy. When combined with XanthoMax®,
Elevate ZEST® completes the set of four hormones that are associated with happiness.
 
ElevaciTea®
Georgia Peach - A flavorful, Southern-style tea that delivers natural Georgia Peach flavor in every sip. ElevaciTea®
Georgia Peach is a perfect afternoon pick-me-up with a proprietary blend of Nootropic ingredients designed to assist with mental
clarity, memory, and energy.
 
ElevaciTea®
Vanilla Chai - A flavorful afternoon pick-me-up, ElevaciTea® Vanilla Chai is a creamy, spiced black tea
with a proprietary blend of Nootropic ingredients designed to assist with mental clarity, memory, and energy.
 
Skincare
Products
 
Age-Defying
Intensive Repair Serum™ - An age-defying serum that can help you restore the appearance of healthy and glowing skin. Our
proprietary Synchronized Peptide ComplexTM has been stabilized through a patented process to deliver outstanding results.
This potent serum locks in moisture to help restore the skin’s youthful look.
 
Ultimate
Revitalizing Cream™ - A rich, anti-aging cream that helps illuminate and firm up the skin. Our proprietary Synchronized
Peptide ComplexTM has been stabilized through a patented process to deliver outstanding results. This luxurious cream helps
the skin retain moisture and improve skin texture, for a firm and radiant looking skin.
 
Fragrance
Devices and Pods
 
AirMoji,
CarMoji and MojiPop - These innovative fragrance devices offer a unique and efficient way to diffuse delightful scents throughout
any space. With no heat, fire or wax, these fragrance devices are the safest way to fill any space with amazing fragrance. Every device
uses versatile pods, allowing users to refresh their surroundings with over 50 different fragrance or essential oil pods.
 
Fragrance
Pod - Each pod features a 100% natural wood fiber core, infused with premium fragrance, encased in a recyclable plastic cup,
and sealed for optimal preservation. With over 50 unique scents, including special seasonal options, there’s a fragrance for everyone
to enjoy. The Company’s fragrance pods are free from harmful chemicals such as SLS, parabens, dyes, and phthalates; and they are
intended for use in any of the Company’s fragrance device.
 
Essential
Oil Pod - Every essential oil pod combines a wood fiber core with expertly curated blends of premium essential oils, encased
in a recyclable plastic cup and sealed for maximum preservation. Our selection includes a variety of pure essential oils and essential
oil blends designed to suit every mood and need. These pods are intended for use in any of the Company’s fragrance device.
 
Member-Based
Travel Services
 
In
late 2022, through its subsidiary, Global Travel Destinations (doing business as “MyTravelVentures” or “MTV”),
the Company launched a subscription-based travel service. MyTravelVentures’ services are designed to offer discounts in connection
with travel, including on airfare, cruises, hotels, resorts, time shares and rental cars for destinations throughout the world for people
of all ages, demographics, and economic backgrounds. This program is being revised and is currently projected to re-launch in November
of 2024. The website is active, but we are not enrolling any new customers at this time.
 
Sales
and Marketing
 
We
rely on a direct selling model consisting of independent contractor distributors and on customer referrals to promote and sell a majority
of our products. We believe this is an effective selling model since our independent contractor distributors can educate consumers about
our products in person, provide testimonials, and provide higher levels of customer support, compared to more traditional selling models.
The Company markets and sells its health and wellness products using its proprietary website: www.thehappyco.com. We plan
to revise and enhance our subscription-based travel services in November 2024 which is be sold through www.mytravelventures.com.
 
We
provide support to our independent contractor distributors with marketing content, websites, events, and technology. We offer our products
and services online and provide our independent distributors with a virtual online Back Office website. This website is where independent
distributors can manage, monitor, and operate their businesses 24 hours a day from any location. In addition, we actively communicate
with our independent distributors about new products, price changes, policy changes, recruiting opportunities, sales promotions, and
other important matters via electronic mail, by phone and during our sales conventions. As deemed appropriate, sales conventions are
generally held once or twice a year and are attended or viewed digitally by our independent distributors. Each sales convention includes
the participation of one or more key personalities, including social media influencers, engaged in promoting our products and services.
In addition, each sales convention is attended by members of our executive team, providing an opportunity for our sales force to learn
about latest corporate and business initiatives, new products, and other matters relevant to their businesses.
 

6
 

 
Distribution
of Products and Services
 
Distribution
and delivery of our health and wellness products in the North America is handled primarily by our distribution center in Addison, Texas.
On the other hand, sales, distribution, and delivery of our products in Asia is handled by our South Korean subsidiary.
 
Retail
Customers and Independent Contractor Distributors 
 
The
Company distributes its health and wellness products and its subscription-based travel services through two distribution channels: (1)
sales to our retail customers – consumers that buy our products from a distributor or through one of our websites, for personal
use and (2) sales to our independent contractor distributors that buy product for resale or for personal use. The Company’s goal
is to monitor and grow both sales channels using different strategies. To grow our retail customer base, we offer high-quality, unique
products and travel services. Our strategy for growing our sales force of independent distributors includes providing a meaningful business
opportunity to them, a competitive sales compensation plan, sales incentives, and volume-based bonuses, as further discussed below.
 
Any
person may join the Company as a distributor, or Brand Partner, by purchasing a Virtual Business System (“VBS”) for $29.00.
This kit includes the training and basic marketing materials which better enables our sales force to sell our products and build their
organization. Independent distributors may then purchase products for personal use or to build their sales organization. No product purchases
are required upon enrollment.
 
Distributor
Agreement and Compensation
 
Our
distributors are independent contractors, and the Company does not direct or control their efforts. However, the Company requires its
distributors to abide by its policies and procedures, and to comply with all applicable laws and regulations. To become a distributor
an individual must affirmatively accept our standard Distributor Agreement as well as our Distributor Policies and Procedures. These
documents govern the relationship between the Company and each independent distributor. The Distributor Policies and Procedures outline
the scope of permissible marketing activities, and the Distributor Agreement defines the relationship between the distributor and the
Company. Our policies and procedures require that our distributors present our products, as well as the business opportunity, both ethically
and professionally.
 
We
believe that our compensation plan offers our independent distributors an exciting and effective way to earn commissions. All our distributors
can earn commissions when they sell our products to their retail customers or their downline independent distributors. Additionally,
they can earn commissions when their own personally sponsored distributors (or downline) sell products to end users. There is no limit
as to the number of personally enrolled distributors or retail customers that an independent distributor may have.
 
Each
distributor begins by purchasing a VBS. The VBS includes the training and basic marketing materials which better enables our sales force
to sell our products and build their organization. No commissions or bonuses are paid for enrolling other distributors.
 
Additionally,
each month, our top producing distributors may also earn commission based on the sales levels achieved by such distributor and his/her
downline. This bonus commission is designed to compensate them for mentoring, training, and developing the distributors in their downline.
 
The
Company’s compensation plan is designed to promote customer acquisition and retention. The Company provides a back-office website
for our independent distributors to use in their ecommerce sales, but an affiliate may also sell directly to their customers.
 

7
 

 
We
rely upon our independent distributors to create customer demand and sales. We believe our plan is successful in helping to attract and
motivate our sales force and key industry leaders. Please see ITEM 1A. – “RISK FACTORS” – “Our subsidiaries’
ability to attract and retain independent distributors; our subsidiaries’ ability to develop and maintain positive relationships
with our independent distributors; the ability of a distributor to successfully perform his or her role; and the potential adverse impact
of the loss of a high-level distributor or a significant number of distributors for causes out of our subsidiaries’ control”
below for more information.
 
Full
Customer Satisfaction Product Return Policy
 
If
a consumer is not completely satisfied with the products they purchased, we offer a full refund, or exchange of the product, for items
returned within 30 days from the date of purchase. For products purchased by our independent distributors, we also offer a generous product
return policy that allows our distributors to get full credit for unopened and resalable items returned for up to 30 days from the date
of purchase, generally subject to a customary restocking fee.
 
Trademarks
and Other Intellectual Property 
 
We
have obtained more than 40 trademark registrations issued by the United States Patent and Trademark Office (the “USPTO”). We anticipate obtaining
additional U.S. trademark registrations in the future and currently have over 25 applications in process with the USPTO.
 
In
addition, we intend to file for trademark protection in jurisdictions outside the U.S. where we market and distribute or intend to market
and distribute our products, including, among others, in Canada, Mexico, South Korea, Singapore, Malaysia, Japan, Thailand, and the Philippines.
Trademark protection is increasingly important to our growing business.
 
Several
of our products are manufactured under formulations and processes owned by some of our key vendors. Some of our key vendors have registered
or applied for patent registrations to maintain exclusivity over the ingredients, formulation and processes, and the integrated products
they supply to us. Such potential patents, the underlying ingredients, formulation and processes, and integrated products are material
to the Company’s business. The Company reserves the right to join in any future actions to defend against any infringement on such
patents that could adversely affect the products the Company sells. If our vendors and us were unsuccessful in protecting such intellectual
property rights, this could have a material adverse effect on our business. Please see - “RISK FACTORS” - “Our dependence on one supplier for a significant portion of the products
we sell and the potential for material disruptions in our supply chain or potential increases in the prices of the products we purchase
beyond what we can pass along to our customers” below for more information.
 
To
protect our own intellectual property and proprietary processes that are material to the long-term health and profitability of the Company,
we maintain disciplined business practices to manage trade secrets and use various forms of confidentiality and non-disclosure agreements.
We consider trademark protection to be very important to our business and utilize an internal compliance team to closely monitor the
usage of our intellectual property. Please see ITEM 1A. – “RISK FACTORS” – “The success of our efforts
to register our trademarks and to protect certain intellectual property rights” below for more information.
 
Strategic
Supply Chain Partnerships
 
We
strive to maintain positive relationships with key business partners to ensure the continuous manufacturing, supply, and quality of our
products. In the fiscal year ended March 31, 2024 and 2023, product purchases from one supplier accounted for approximately 84%
and 92%, respectively, of our product purchases. Please see ITEM 1A. – “RISK FACTORS” – “Our dependence on one supplier for a significant portion of the products
we sell and the potential for material disruptions in our supply chain or potential increases in the prices of the products we purchase
beyond what we can pass along to our customers.”
 

8
 

 
Regulatory
Environment
 
Our
business is regulated by various federal, state, and local governmental agencies in the U.S. and by similar agencies in Canada and other
jurisdictions in which we market and sell our products. These laws and regulations are related to: (a) the manufacturing, labeling, distribution,
and sale of our products; (b) product claims and advertising; and (c) our network marketing program.
 
Regulation
of Direct Selling Activities
 
In
the United States, direct selling programs are subject to a variety of federal and state regulations governed by the United States Federal
Trade Commission (the “FTC”) or a similar state agency. These regulations are generally intended to protect consumers from
fraudulent or deceptive sales practices. They also ensure that product sales are made to the ultimate consumers and that compensation
within the organization is made based upon actual sales transactions, rather than upon recruitment into the organization.
 
The
Company monitors and, if necessary, responds to regulatory developments that may adversely affect its network marketing program. We believe
the Company is in material compliance with all applicable laws and regulations relating to direct selling activities in the United States
and other countries where we operate.
 
Regulation
of Personal Care and Nutritional Food Products
 
Personal
care and nutritional food products (including the products we sell) and certain related marketing and advertising practices are subject
to governmental regulation by various federal, state, and local government agencies and other authorities in the U.S., Canada, and other
jurisdictions where we market and distribute or intend to market and distribute our products in the future. These agencies and authorities
include the U.S. Food and Drug Administration (the “FDA”), the FTC, the Consumer Product Safety Commission, the U.S. Department
of Agriculture, and various similar state and Canadian regulatory agencies. To date, we have not experienced any governmental actions
related to health or safety, or food and drug regulations regarding our products.
 
The
FDA regulates both finished dietary supplement products (including health and wellness products such as ours) and dietary ingredients.
Dietary supplements are specifically regulated under the Dietary Supplement Health and Education Act of 1994 (the DSHEA). Under the DSHEA,
manufacturers and distributors of dietary supplements are prohibited from marketing products that are adulterated or misbranded. Generally,
such regulations apply prior to a product reaching the market. Once a product reaches the market, the FDA is responsible for taking enforcement
action against any product found to be an adulterated or misbranded dietary supplement. Unlike medications, dietary supplements and dietary
ingredients, such as those sold by the Company, do not require FDA approval before such products can be marketed and sold.
 
The
FTC, which enforces consumer protection laws regarding truth in advertising, and similar state and foreign agencies regulate how we advertise
and market our products. The U.S. Consumer Product Safety Commission, and similar state and foreign agencies, seek to protect the public
from unreasonable risks of injuries or death associated with consumer products. In the U.S., Canada and other jurisdictions where we
operate, our products are also subject to laws and regulations concerning product formulation, labeling and packaging. These laws and
regulations often require us to, among other things, conform product labeling to local language and content description requirements,
register or qualify the products with the applicable government authorities, or obtain approvals or file required notifications prior
to marketing such products within certain jurisdictions. Many of the jurisdictions where we operate also regulate product capability
claims and advertising content. These regulations control the type of claims and representations that can be made regarding the capabilities
of products. For example, in the United States, it is unlawful to make claims that nutritional supplements will help diagnose, cure,
mitigate, treat, or prevent disease. Please see ITEM 1A. – “RISK FACTORS” – “Our ability to comply with
current consumer product laws and regulations or our becoming subject to new or more stringent consumer product laws and regulations
in the future” below for more information.
 

9
 

 
Employees

 
As
of March 31, 2024 and 2023, the Company employed 32 and 43 persons, respectively, as follows:
 


Location 
2024  
2023 

United States 
 31  
 41 

Asia 
 1  
 2 

Total 
 32  
 43 

 
The
amounts above do not include the Company’s independent distributors, which are independent contractors. Our employees are not represented
by labor unions. We believe that our relationship with our employees is positive, and we do not expect a shortage in qualified personnel
to continue our business growth.
 
Access
to Public Filings
 
Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to such reports, are
available to any person, without charge, upon written request to our Investor Relations Department at 5200 Tennyson Parkway, Suite 400,
Plano, Texas. You may also access copies of such reports, and other information about the Company, by visiting our corporate website:
www.shrginc.com.
 
In
addition, the SEC maintains a website that contains any reports and other information that we file with the SEC: www.sec.gov.
 
ITEM
1A. RISK FACTORS
 
Our
operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely
affect our business, financial condition, results of operations, and cash flows. If any of these events occurs, the market price of our
Common Stock could decline, and you could experience the loss of all or a portion of the value of your investment in our Common Stock.
You should not draw any inference about the relative magnitude or relevance of any particular risk from its position in the following
discussion.
 

10
 

 
Risks
Associated with the Direct Selling Business Model:
 
The
dependence of some of our subsidiaries upon a direct selling business model to sell our products, and the highly competitive and dynamic
nature of the direct selling industry.
 
Some
of our subsidiaries operate in the direct selling industry market and distribute our products and services through a sales force of independent
contractor distributors. The distribution of our products and services depends upon their continued efforts to recruit, train, and retain
qualified and effective independent distributors. The success of their efforts to recruit and retain distributors may be affected by
the competitive environment among direct-to-consumer companies, the conditions of the general labor market, including levels of employment,
the occurrence of demographic and cultural changes in the workforce, and the extent to which their brand is recognized in the geographies
in which they operate. There can be no assurance that our subsidiaries will be successful in recruiting and retaining enough independent
distributors to grow their business worldwide.
 
The
direct selling industry worldwide is highly competitive and dynamic, and generally there are few barriers to entering the industry. In
addition, the sale of health and wellness products by direct selling industry participants, online resellers, and others is highly competitive.
There are several companies, including many with more resources than the Company that offer competing health and wellness products. The
primary competitive factors for health and wellness products are (a) price; (b) the quality, perceived value, brand recognition and package
appeal of the product; (c) the skills and effectiveness of the independent distributor and customer service staff interacting with the
customer or potential customer; and (d) the continuous availability of enough product to fulfill orders promptly. There can be no assurance
that our subsidiaries will remain competitive or that competition in the industry will not intensify.
 
If
our subsidiaries do not remain competitive and promptly and effectively respond to increased competition, including competition for independent
distributors, and to marketplace changes in the future, future sales of our products and services could decline. This could have a material
adverse effect on our consolidated financial condition, results of operations and cash flows.
 

11
 

 
Our
subsidiaries’ ability to attract and retain independent distributors; our subsidiaries’ ability to develop and maintain positive
relationships with our independent distributors; the ability of a distributor to successfully perform his or her role; and the potential
adverse impact of the loss of a high-level distributor or a significant number of distributors for causes out of our subsidiaries’
control.
 
Our
subsidiaries operating in the direct selling industry depend on the skills and marketability of their independent distributors to promote
their brand and to market and distribute our products and services. The direct selling industry generally experiences a relatively high
rate of salesforce turnover and is very competitive. The success of our subsidiaries’ efforts to recruit and retain distributors,
or to develop and maintain positive relationships with our independent distributors, may be affected by the competitive environment among
direct-to-consumer companies, the conditions of the general labor market, including levels of employment, the occurrence of demographic
and cultural changes in the workforce, and the extent to which our subsidiaries’ brand is recognized in the geographies in which
they operate. Our subsidiaries’ inability to attract and retain qualified distributors in the future, our subsidiaries’ inability
to develop and maintain positive relationships with our independent distributors in the future, the inability or failure of a distributor
to fulfill his or her role, including his or her role to comply with all laws and regulations applicable to direct-to-consumer sales
activities, the ineffectiveness of a distributor as a spokesperson for our subsidiaries’ brand and products, or the loss of a high-level
distributor or a significant number of distributors for causes out of their control may adversely affect future sales of our products
and services. This could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.
 
Changes
to our subsidiaries’ sales compensation plan could be negatively perceived by members of their independent sales force, could fail
to achieve the desired long-term goals, and could adversely impact future sales.
 
Some
of our subsidiaries operating in the direct selling industry modify aspects of their sales compensation plan from time to time in efforts
to keep their sales compensation plan competitive and attractive to their existing and future sales force, to address changing market
conditions, to provide incentives that they believe will help grow their business, and to ensure conformance with evolving government
regulations, among other reasons. In addition, our subsidiaries may be required to modify their sales compensation plan from time to
time to comply with existing or new regulations in the future, including in response to potential governmental enforcement action. Changes
to our subsidiaries’ sales compensation plan, including changes perceived to reduce sales commissions earned by their independent
sales force, could be negatively received by their sales force, could fail to achieve the desired long-term goals, and could adversely
impact future sales. This, in turn, could adversely affect our consolidated business, financial condition, results of operations and
cash flows.
 
Certain
of our subsidiaries may be held responsible for certain taxes or assessments relating to the activities of their independent distributors.
 
The
success of our subsidiaries operating in the direct selling industry depends on the effective use of an independent sales force to market
and distribute our products and services. Our subsidiaries’ business activities and the activities of their independent distributors
are subject to various local, state, and national laws and regulations and, in some instances, governmental agencies may seek to impose
on our subsidiaries an obligation to collect taxes, such as sales or value-added tax, to maintain appropriate tax records, or to otherwise
ensure compliance with local, state, or national laws and regulations by their distributors. In addition, some jurisdictions may challenge
a company’s classification of its distributors as independent contractors and seek to make the company pay additional compensation
to its distributors or seek to make the company responsible to withhold and remit payroll and similar taxes with respect to compensation
paid to its distributors or with respect to the activities of its distributors. For example, in 2020, the State of California passed
legislation which seeks to expand the classification of employees. Other states and other jurisdictions where we operate, now or in the
future, may pass similar laws or interpret existing laws, rules, and regulations to expand the classification of employees. Although
the California legislation provides an exemption for direct sellers, such as the Company’s subsidiaries operating in the direct
selling industry, there can be no assurance that other jurisdictions where we operate now or in the future will provide a similar exemption
or that judicial or regulatory authorities will not assert interpretations of law that would mandate that we change our classification.
In the event that any governmental agency challenges the classification of our subsidiaries’ distributors as independent contractors
or otherwise seeks to make our subsidiaries responsible to withhold and remit payroll or other taxes in connection with the activities
of their independent distributors, we may incur significant costs and expenses to defend us and our subsidiaries from such actions, with
no assurance that we will prevail, and our subsidiaries may ultimately be held responsible for such taxes in those jurisdictions in the
future. The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition,
results of operations and cash flows.
 
Civil
or governmental challenges to our subsidiaries’ direct selling system or independent distributor policies could harm our business.
 
The
direct-to-consumer industry is subject to extensive governmental scrutiny, including as a result of various national, state, and local
laws and regulations. For example, in the U.S., the FTC has actively warned several direct selling companies, and the industry as a whole,
about certain business practices associated with direct selling and has entered into settlements with several direct selling companies
that required those companies to modify their compensation plans and business models. Those settlements resulted from FTC enforcement
actions involving a variety of alleged violations of consumer protection laws, including allegations of earnings potential misrepresentations
and challenges about the legal validity of the distributor compensation plans and business models. Elements of the network marketing
system or distributor policies of some of our subsidiaries may also be challenged by third parties, including their independent distributors,
by competing direct-to-consumer companies, and by others.
 

12
 

 
In
the countries where we operate, including the United States, the direct selling industry relies on the implementation of distributor
rules and policies designed to protect consumers, prevent inappropriate sales activities and marketing practices, and distinguish between
legitimate direct selling distribution systems and unlawful pyramid schemes. We and our subsidiaries have adopted formal rules and policies
that we believe are consistent with best domestic and global direct-to-consumer industry standards. The laws and regulations covering
the direct selling industry, however, often involve a high level of subjectivity and are subject to judicial interpretation. Because
of this, there can be no assurance that elements of our subsidiaries’ network marketing system, including representations made
by their independent distributors, or elements of their distributor policies will not be challenged in civil or governmental actions,
or that the application and interpretation of laws or regulations governing the direct-to-consumer industry in the future would not be
harmful to our subsidiaries’ business. The occurrence of any of these conditions could have a material adverse effect on our consolidated
business, financial condition, results of operations and cash flows.
 
Risks
Associated with our Growing Business:
 
The
success of our growth initiatives, including our efforts to attract new customers, build brand awareness, and expand into international
areas, and our efforts to generate recurring customer orders, which we call “SmartShip” orders.
 
Our
long-term success is dependent on our ability to achieve sustained growth. We are a developing company and had no significant sales history
prior to December 2017, when our U.S.-based subsidiaries launched their Elevate health and wellness product line. During the period from
December 2017 through October 2019, our consolidated sales increased at a fast pace. During the following three years, however, we have
experienced sales declines or stagnation. In efforts to restore growth, in the fourth quarter of our fiscal year ended March 31, 2021,
we launched a multipronged growth strategy intended to accelerate sales growth, including by: (a) expanding our product offerings in
the U.S., (b) initiating operations in countries like South Korea, Singapore, Malaysia, Japan, Thailand, and the Philippines, among others,
and (c) launching our previously announced membership-based consumer travel products line worldwide. In addition, we have made significant
investments in developing and launching a new business brand, “The Happy Co.,” in February 2021, commonly
referred to as HCo, in the U.S. There can be no assurance that these strategic initiatives will result in the consolidated sales growth
we anticipate, or any sales growth at all, which could have a material adverse effect on our consolidated business, financial condition,
results of operations and cash flows.
 
Our
ability to anticipate and effectively respond to changes in consumer preferences and buying trends in several countries in a timely manner.
 
Our
success depends in part on our ability to anticipate, evaluate, and respond in a timely manner to changes in consumer preferences and
buying trends, particularly for health and wellness products, in the countries we operate. We anticipate that continuously changing consumer
preferences and buying trends will affect future worldwide demand for health and wellness products, and other consumer products and services.
If we do not effectively identify and respond in a timely manner to evolving consumer preferences and buying trends, including consumer
demands for health and wellness products and services, our consolidated business, financial condition, results of operations and cash
flows may be adversely affected.
 
Our
ability to maintain a positive image and brand acceptance in the dynamic, highly competitive, and sometimes unpredictable marketplace,
including the impact of social media.
 
In
recent years, there has been a significant increase in the use by businesses of social media platforms, including informal blogs, social
media websites, and other forms of internet-based communications. Social media can enable a business to reach a wide selection of consumers
and other targeted audiences, generally in a more cost-effective way than more traditional forms of marketing and advertising. However,
negative, inaccurate, or false information about a company or the products it sells may be circulated through social media quickly and
may damage a company’s reputation and business. In addition, negative, inaccurate, or false information about a company or the
products it sells may be circulated through more traditional communication means. Many consumers and independent distributors of direct-to-consumer
companies value readily available information and often act on such information without further investigation. The harm caused by the
circulation of negative, inaccurate, or false information about a company or its products may be immediate, and opportunities to redress
and correct the information may be slow and costly. If we were the victim of allegations, or the dissemination of negative, inaccurate,
or false information, circulated through social media or otherwise, this could adversely impact our reputation and business and could
result in the loss of independent distributors and in a decline in our future sales.
 

13
 

 
The
Company also uses social media platforms, including Facebook and Instagram, to communicate with existing and prospective customers, independent
distributors, vendors, and employees, and to otherwise promote its products and services. Laws and regulations intended to govern the
use of the Internet and social media platforms are complex and evolving. If we, our employees, our subsidiaries’ independent distributors,
or other third parties acting on our behalf were found to be in violation of any of these laws and regulations, this could result in
fines and enforcement actions and adversely impact our reputation and business.
 
The
occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results
of operations and cash flows.
 
Our
dependence on one merchant processor for a material portion of our sales proceeds.
 
The
availability of merchant processing providers willing to serve smaller companies is limited. Substantially all our credit card sales
in the U.S. are processed by one merchant processor. Any disruption in the operations of this merchant processor, as a result of organized
labor disputes, natural disasters, acts of cyberterrorism or otherwise, could disrupt or substantially decrease our cash flows from operation.
If this occurred, particularly for an extended period, we may not be able to meet our obligations, including servicing our debt now or
in the future. The occurrence of any of these conditions could have a material adverse effect on our business, financial condition, results
of operations and cash flows.
 
Our
long-term success depends on our ability to attract and retain talented employees and management, and to develop effective management
succession plans.
 
As
a growing business, our long-term success depends in large part on our ability to attract and retain talented employees and senior executives
who have strong knowledge, experience, and managerial skills, including in the direct selling industry. From time to time, key employees
may retire or otherwise leave our business, and we may experience delays or be unsuccessful in attracting and integrating the new staff
required to grow and operate our business profitably. In addition, as a growing company with a relatively limited number of executives
currently on staff, our ability to develop effective management succession plans is limited. Effective management succession planning
is important to our long-term success because failure to effectively transfer knowledge and to complete a smooth management transition
could hinder or disrupt our strategic planning initiatives and/or adversely affect future execution of those initiatives and our performance.
The occurrence of any of these conditions could have a material adverse effect on our consolidated business, financial condition, results
of operations and cash flows.
 
Our
ability to effectively manage and control our operating expenses.
 
We
are a growing company and have not achieved sustained growth and profitability. Our ability to consistently generate earnings from operations
depends in large part on our ability to successfully control our operating costs and expenses, while we continue to invest in strategic
initiatives intended to grow our sales volume and business infrastructure, including our international footprint. In furtherance of this
goal, we have intensified our ongoing activities to control operating costs and expenses, including by strengthening our financial management
processes. There can be no assurance that our strategic initiatives and cost control efforts will result in the levels of profitability
and positive cash flows that we expect, if at all, which could have a material adverse effect on our business, financial condition, results
of operations and cash flows.
 

14
 

 
Our
quarterly and annual financial performance and potential fluctuations therein.
 
Our
quarterly and annual financial performance may fluctuate and adversely affect the price of our Common Stock, often for causes outside
of our control. For example, consumer demand for our products and services and, as a result, our quarterly and annual consolidated sales
levels, may increase or decrease materially, among other things, because of changes in actual or anticipated levels of employment, changes
in the interest rates applicable to consumer credit cards, inflation, national or local political uncertainty, increased competition,
and changes in consumer sentiment in general in the countries where we operate. In addition, our results of operations and cash flows
may decrease because of, among other things, potential increases in our product costs beyond that which we can pass along to our customers,
changes in the willingness or ability of our suppliers to provide product to us in a timely manner, increases in labor costs and in payroll
tax rates, and changes in the regulatory environment in the countries where we operate. The occurrence of any of these conditions could
have a material adverse effect on our quarterly financial performance and adversely affect the price of our Common Stock.
 
Our
ability to generate sustained positive cash flows from operations or to obtain additional financing, if needed, with which to fund our
working capital needs, including servicing or refinancing our debt, now and in the future.
 
We
are a developing company and have not consistently generated sustained positive cash flows from operations. We have experienced significant
fluctuations in our operating cash flows, or have otherwise depended on the issuance of equity securities and debt, including convertible
notes and short-term borrowings under financing arrangements, in order to meet our working capital needs. For example, during the fiscal
year ended March 31, 2024 and 2023, our net cash used in operating activities was approximately $3.8 and $9.0 million, respectively.
If the Company is unable to generate sustained positive cash flows from operations or to obtain additional equity or debt financing,
if needed, this could inhibit the Company’s ability to implement its business strategies and to grow its business, service its
debt, now or in the future, and otherwise meet its business goals. This could, in turn, have a material adverse effect on its financial
condition, results of operations and cash flows.
 
Our
financial performance could be adversely affected by economic downturns, particularly over an extended period.
 
Our
results of operations may be materially impacted by changes in general economic conditions in the countries where our products are sold.
The economies in such countries may be adversely affected by changes in government policy and/or by, among other things, changes in levels
of employment, changes in tax laws, increases in energy costs, geopolitical conflict, natural disasters or acts of terrorism, widespread
health crises, changes in consumer credit card interest rates, inflation, and changes in consumer sentiment in general. For example, business activity in several sectors of the global economy were severely reduced because of the recent COVID
pandemic. These conditions, in turn, resulted in significant economic contraction in the countries where we operate. In the event of
a significant economic downturn, particularly over an extended period of time, whether as a result of a similar health crisis or otherwise,
consumer spending habits could be adversely affected over a longer term, and we could experience lower than expected sales. Any economic
downturn could also adversely affect one or more of our key suppliers. The occurrence of any of these events could have a material adverse
effect on our business, financial condition, and results of operations.
 
Our
business and financial performance could be adversely affected by inflation.
 
In
recent history, inflation has generally been low in the geographies where we operate. However, at the time of this Annual Report, the
inflation rate in the United States remains around 3%, primarily as a result of higher energy, housing, and food costs. In the event
of a significant increase in consumer prices, particularly over an extended period of time, consumer demand for discretionary products,
such as our health and wellness products, could be adversely affected, and we could experience lower than expected sales. In addition,
if any of our suppliers implemented price increases, in response to higher raw material, labor, and energy costs or otherwise, we may
not be able to pass along such price increases to our customers and our profitability may be reduced. The occurrence of any of these
events could have a material adverse effect on our business, financial condition, and results of operations.
 
The
success of our efforts to register our trademarks and to protect certain intellectual property rights.
 
We
have applied for, or are in the process of applying for, trademark protection in the U.S. and in other jurisdictions where we market
and distribute or intend to market and distribute our products. We have obtained 40 trademarks and have over 25 pending trademark applications
in the U.S. We anticipate securing additional U.S. trademarks and foreign trademarks. Trademark protection is increasingly important
to our business. If we fail to register or enforce our intellectual property rights or if our intellectual property rights are successfully
challenged, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 

15
 

 
Several
of our products are manufactured under formulations and processes owned by some of our key vendors. Some of our key vendors have registered
or applied for patent registrations to maintain exclusivity over the ingredients, formulation and processes, and the integrated products
they supply to us. Such existing or potential patents, the underlying ingredients, formulation and processes, and integrated products
could be material to our business. The Company reserves the right to join in any actions to defend against any infringement on such vendor-owned
patents that could adversely affect the products the Company sells. If we, and our vendors, were unsuccessful in protecting such intellectual
property rights, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Our
potential unintended infringement on the intellectual property rights of others.
 
The
health and wellness industry is competitive and characterized by the need for trademarks to protect intellectual property rights, and
by claims of infringement or other violation of intellectual property rights. A third party may assert that one or more of our products
violates that party’s intellectual property rights. Any successful intellectual property claim against us in the future could result
in significant financial liability and/or prevent us from selling the affected product afterwards. In addition, the resolution of infringement
claims may require that we redesign our products, obtain licenses to use intellectual property belonging to a third party, or cease using
the intellectual property altogether. Moreover, any intellectual property claim, regardless of its merits, could be expensive and time-consuming
to defend against. As a result, claims based on allegations of infringement or other violations of intellectual property rights, regardless
of the outcome, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
From
time to time, we are a party to lawsuits and other claims that may result in adverse outcomes.
 
In
recent years, we have been a party to several claims and lawsuits arising from a wide variety of business activities, including acquisition-related
contingencies, disputes between the Company and certain former officers, disputes between the Company and certain shareholders, and disputes
between the Company and former independent distributors. Litigation and other claims are subject to inherent uncertainties and management’s
assessment of these uncertainties may change in the future, including as a result of new information. A material adverse impact to our
consolidated financial position and results of operations could occur in a period in which an unfavorable outcome becomes probable and
reasonably estimable, and a material adverse cash flow could occur in the period when these lawsuits or claims are settled.
 
Our
efforts to expand into foreign markets will increasingly expose us to foreign currency exchange rate fluctuations, and other risks inherent
to foreign operations.
 
During
the fiscal years ended March 31, 2024 and 2023, approximately 95% and 91%, respectively, of our sales have been to customers and
independent distributors located in the United States. However, as part of our strategic growth initiatives, in recent years we initiated
efforts to expand our operations in other countries, mainly in Korea. As a result, the amount of our reported consolidated sales, expenses,
and cash flows may be significantly affected by fluctuations in the relevant foreign currency exchange rates, as we translate the financial
statements of our foreign operations from their functional currency into our reporting currency, the U.S. Dollar. In addition, as a multinational
consolidated group, we and some of our domestic or foreign affiliates may obtain and hold assets and liabilities denominated in a currency
different from our or their functional currency, in the normal course of business. As a result, we and some of our affiliates may incur
foreign currency transaction gains and losses in connection with such assets and liabilities.
 

16
 

 
Our
business may also become exposed to more adverse economic, regulatory, and other conditions in the international areas to which we market
and distribute our products now or in the future, compared to those in the U.S. For example, our future international operations may
result in exposure to more restrictive consumer safety, product labeling and other consumer product regulations; more restrictive labor
laws and regulations; more frequent or unexpected changes in the regulatory environments; more economic volatility; higher rates of inflation;
or higher political instability, compared to the U.S. Furthermore, our international operations may expose us to higher consolidated
income tax rates, import and export restrictions and tariffs, restrictions on the expatriation of cash to the U.S., and potentially adverse
changes in trade agreements between the U.S. and a particular foreign country where we market and distribute our products now or in the
future.
 
The
occurrence of any of these conditions could have a material adverse effect on our future business, financial condition, results of operations
and cash flows.
 
Our
ability to respond to any natural disasters, epidemics, and other health emergencies, or acts of violence or terrorism that may affect
our customers and/or our business effectively and cost-efficiently.
 
The
occurrence of natural disasters, epidemics or other health emergencies, or acts of violence or terrorism in the geographies we market
and distribute our products now and in the future, could result in physical damage to our property, the temporary or long-term closure
of a facility, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products)
to us, the temporary or long-term reduction in our ability to sell products and grow our business, and/or the temporary reduction in
consumer demand for our products and services. In addition, if one or more natural disasters, epidemics, or other health emergencies,
or acts of violence or terrorism were to impact our global business, our insurance costs may rise significantly afterwards. The occurrence
of any of these conditions could have a material adverse effect on our financial condition, results of operations and cash flows.
 
Risks
Associated with our Products, and with Product and Consumer Laws and Regulations:
 
Our
dependence on one supplier for a significant portion of the products we sell and the potential for material disruptions in our supply
chain or potential increases in the prices of the products we purchase beyond what we can pass along to our customers. 
 
We
depend on one supplier for a significant portion of the products we sell. Any disruption or substantial decrease in the supply of product
by this supplier, as a result of a shortage of raw materials, organized labor disputes, natural disasters, acts of cyberterrorism, or
otherwise, could disrupt or substantially decrease our ability to fulfill customer orders. If this occurred, particularly for an extended
period, we may not be able to continue to offer these or similar products and our future sales may decline. In such event, we may not
be able to offset the decline in sales through substitution of product, price increases, or otherwise. In addition, if this supplier
or any of our suppliers implemented unilateral price increases, we may not be able to pass along such price increases to our customers
and our profitability may be reduced. Further, if this supplier or any of our suppliers fails to continue to supply product of adequate
quality and in a timely fashion to us, this could adversely affect our future sales. The occurrence of any of these conditions could
have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Past
or future reformulations of our products, including in response to potential governmental enforcement action, could be negatively received
by our independent sales force and customers, and adversely impact future sales.
 
As
part of our commitment to continuously improve our products, we introduce product reformulations and other product enhancements from
time to time. In addition, we may be required to modify our product formulations from time to time to comply with existing or new regulations
in the future, including in response to potential governmental enforcement action. Changes to our product formulations, whether as a
result of potential governmental enforcement action or not, could be negatively received by our independent sales force and customers,
and could adversely impact future sales, and our business, financial condition, results of operations and cash flows.
 
Potential
product liability claims could harm our business. 
 
Historically,
product liability claims have not been material to our business. However, given the increase in product liability claim activity in recent
years and the increased application of a “strict liability” legal standard to those claims particularly in the U.S., we purchase
product liability insurance to minimize the financial risks associated with such claims or potential claims. The sources of product liability
insurance coverage in the countries where we market and distribute our products are limited, product liability coverage is increasingly
expensive, and product liability insurance policies contain many exclusions. We believe our product liability insurance policies significantly
mitigate the potentially adverse financial impact to us resulting from most potential product liability claims. However, there can be
no assurance that our product liability coverages are adequate to protect us sufficiently and against all potential claims. For example,
if any of our products is found to have caused personal injury to a consumer, we might be subjected to liability substantially in excess
of our insurance coverages. Any of these conditions could have a material adverse effect on our business, financial condition, results
of operations and cash flows.
 

17
 

 
Nutritional
supplements are often supported only by limited available clinical studies.
 
Nutritional
supplements, such as many of the Company’s health and wellness products, have a long history of human consumption. Some of our
products may contain innovative ingredients or contain combinations of ingredients. Although we believe that all our products are safe
when taken as directed, there is only limited data available about human consumption of certain of these product ingredients or combinations
of ingredients in concentrated form. We and our key suppliers conduct research and test the formulation and production of our products,
however, there are only limited, if any, conclusive clinical studies available about our products and similar product in the marketplace.
Furthermore, because we are highly dependent on consumer perception of the efficacy, safety, and quality of our products, we could be
adversely affected in the event that our products, or similar product in the marketplace, are proven or asserted to be ineffective or
harmful to consumers or in the event of publicity associated with any adverse effects resulting from the use or misuse of our products,
or similar products in the marketplace. Any of these conditions could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
 
If
we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental
agencies in the United States and abroad, we may be forced to recall products and cease their manufacture and distribution, and we could
be subject to civil, criminal or monetary penalties.
 
Our
operations are subject to regulation by different state and federal government agencies in the United States and other countries, as
well as to the standards established by international standards bodies. If we fail to comply with those regulations or standards, we
could be subject to fines, penalties, criminal prosecution or other sanctions. Some of our products are subject to regulation by the
United States Food and Drug Administration and similar foreign and domestic agencies. These regulations govern a wide variety of product
activities, from design and development to labeling, manufacturing, promotion, sales and distribution. If we fail to comply with those
regulations or standards, we may have to recall products, cease their manufacture and distribution, and may be subject to fines or criminal
prosecution.
 
We
are also subject to a variety of laws, regulations and standards that govern, among other things, the importation and exportation of
products, the handling, transportation and manufacture of toxic or hazardous substances, the collection, storage, transfer, use, disclosure,
retention and other processing of personal data, and our business practices in the United States and abroad such as anti-bribery, anti-corruption
and competition laws. This requires that we devote substantial resources to maintaining our compliance with those laws, regulations and
standards. A failure to do so could result in the imposition of civil, criminal or monetary penalties having a material adverse effect
on our operations.
 

18
 

 
Our
ability to comply with current consumer product laws and regulations or our becoming subject to new or more stringent consumer product
laws and regulations in the future.
 
Our
business and the products we sell are subject to several national, state, and local laws and regulations in the countries where we currently
market and distribute or intend to market and distribute our products. These laws and regulations generally govern the composition, packaging,
labeling and consumer safety of the products we sell, as well as the information we use to market these products. In addition, the laws
and regulations applicable to us and our products may become more stringent in the future. For example, the State of California enforces
recent legislation that requires that “clear and reasonable” warnings be given to consumers who are exposed to chemicals
known to the State of California to cause cancer or reproductive toxicity. Although we actively seek to comply with the requirements
of this and all other laws and regulations applicable to our business and products, there can be no assurance our products would not
be found to be defective in labeling or content, or that the labeling and content of our products will not be challenged in civil or
enforcement actions in the future. Our continued compliance with existing or new consumer product laws and regulations could also require
the review and possible reformulation or relabeling of our products, as well as the potential removal of some products from the marketplace.
In addition, the existence of more stringent consumer product laws and regulation in countries where we intend to market and distribute
our products, could hinder our ability to grow our business into such countries. If we were found to be in violation of existing or new
consumer product laws or regulations in the future, this could result in significant fines or damages and other enforcement actions,
in addition to significant costs and expenses to defend the resulting claims. The occurrence of any of these conditions could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
 

Risks
Associated with our System of Internal Controls, and with our Disclosure Controls:

 


We
have identified material weaknesses in our internal control over financial reporting, and our management has concluded that our disclosure
controls and procedures were not effective as of the end of the period covered by this report. If we fail to remediate these material
weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal
controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, investors
may lose confidence in the accuracy and completeness of our financial reports and the trading price of our Class A common stock may decline.
 
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to report on, and our independent registered public accounting
firm is required to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards
that must be met for management to determine the adequacy of our internal control over financial reporting are complex and require significant
documentation, testing, and possible remediation if a deficiency is identified. Annually, we perform activities that include reviewing,
documenting, and testing our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over
financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Any failure to achieve and maintain an effective internal control
environment could result in materially misstated consolidated financial statements and a failure to meet our reporting obligations, which
would likely cause investors to lose confidence in our reported financial information. This could result in significant expenses to remediate
any internal control deficiency and lead to a decline in our stock price.
 
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.
 
Our
management, with the participation of our CEO and our CFO, assessed the effectiveness of our internal control over financial reporting
as of March 31, 2024, and concluded that our internal control over financial reporting was ineffective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States due to material weaknesses identified below.
 
1. As of March 31, 2024, our management has identified material weaknesses in our internal controls to review and reconcile account balances on a monthly basis and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective.

 
2. As of March 31, 2024, our management has identified material weaknesses in our internal controls to complete document procedures that timely completes monthly reconciliations and closing procedures. Accordingly, management has determined that this control deficiency constitutes a material weakness.
 
Our
conclusion is based on the fact that we do not have sufficient number of qualified accounting personnel to ensure proper segregation
of incompatible duties, perform timely account analyses, and timely preparation and review of our financial statements. To remediate
these material weaknesses, our management is in the process of (i) hiring more qualified accounting personnel with relevant U.S.
GAAP and SEC reporting experience; (ii) enhancing our accounting and financial reporting process, and (iii) strengthening our account
reconciliation and documentation procedures.
 
While
we believe these efforts will improve our internal controls and address the root cause of the material weaknesses, such material weaknesses
will not be remediated until our remediation plan has been fully implemented and we have concluded, through testing, that our controls
are operating effectively for a sufficient period of time. We cannot be certain that the steps we are taking will be sufficient to remediate
the control deficiencies that led to the material weaknesses in our internal control over financial reporting or prevent future material
weaknesses or control deficiencies from occurring. In addition, we cannot be certain that we have identified all material weaknesses
in our internal control over financial reporting, or that in the future we will not have additional material weaknesses in our internal
control over financial reporting. For more information related to our material weaknesses and their remediation, see ITEM 9A. CONTROLS
AND PROCEDURES.
 
Our
disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
 
Our
disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports
we file or submit under the Securities Act, or the Exchange Act is accumulated and communicated to management, recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures
or internal controls and procedures, no matter how well conceived and executed, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple human error or mistake. Additionally, controls can be circumvented by
the individual acts of a person, by collusion of two or more people, or by an unauthorized override of the controls. Accordingly, because
of the inherent limitations in any control system, misstatements, or insufficient disclosures due to error or fraud may occur and not
be detected.
 

19
 

 
Risks
Associated with our Information Technology Systems and with Cybersecurity: 
 
We
may be adversely affected by any disruption in our information technology systems.
 
We
depend on our information technology systems to manage most of our major business functions, including sales order processing, independent
sales force service and support, billings and collection, human resources and recordkeeping, and accounting and reporting. More specifically,
we rely upon our information technology systems to procure and replenish inventory, to fulfill and ship customer orders, to coordinate
our sales activities across several functional areas, to carry out our administrative activities, and to protect personal or sensitive
information about our customers, independent distributors, employees, vendors, and other business partners that we received in the ordinary
course of our business. A substantial disruption in our information technology systems could result in delays in receiving product and
in filling customer orders, and adversely affect our relationships with our customers, independent distributors, employees, vendors,
and other business partners, and damage our reputation and business.
 
As
our operations rapidly grow in both size and scope, we continuously need to scale and upgrade our systems and infrastructure to meet
increased demand, while preserving their reliability and integrity. For example, we recently implemented an information system upgrade
in the U.S. to better accommodate our current and anticipated growth. Any expansion or upgrade to our systems and infrastructure in the
future will require us to commit substantial financial, operational, technical, and human resources before the volume of our business
increases, with no assurance that the volume of business will increase to the extent we expect or at all. Also, there can be no assurance
that any system expansion or upgrade will result in the anticipated benefits and efficiencies, or that the costs of such system expansion
or upgrade will not outweigh the benefits and efficiencies derived.
 
Any
of these conditions could have a material adverse effect on our financial condition, results of operations and cash flows.
 
We
may be adversely affected by potential acts of cyberterrorism.
 
The
normal course of our business requires the collection, transmission, and retention of large volumes of confidential and proprietary information,
including personal or confidential information of our customers, independent distributors, suppliers, and employees in the information
technology systems that we maintain and in those maintained by certain third parties with which we do business. We operate in a global
environment characterized by increasing threats of cyberterrorism. Information technology system threats can take a variety of forms.
Individual hackers, groups of hackers, and sophisticated organizations, including state-sponsored organizations or nation-states, often
commit cyberattacks that pose threats to government, military, educational, and business institutions, among others. These actors could
use a wide variety of methods, which could include the development and deployment of malicious software or exploiting vulnerabilities
in hardware, software, or other infrastructure in order to gain access to networks and data, potentially compromising sensitive customer,
independent distributor, supplier, employee, or other information.
 
Cyber-threats
are constantly evolving, making it increasingly difficult to prevent, detect and successfully defend against. A potential breach of our
facilities, data systems or data security could disrupt the operations of our information technology systems and business, impair our
ability to ship product or provide services to our customers, and potentially compromise the privacy of our data, including our confidential
or technical business information. In addition, the risk of one or more cybersecurity incidents may be heightened as many of our employees
work remotely, any of these things could harm our reputation or competitive position, require us to allocate more resources to improve
our systems, technologies, and infrastructure, or otherwise adversely affect our business, financial condition, results of operations
and cash flows.
 

20
 

 
Risks
Related to Our Securities:
 
Future
sales and issuances of our Common Stock or rights to purchase our Common Stock, including issuances pursuant to stock warrants currently
outstanding, could result in additional dilution of the percentage ownership by our existing stockholders and could cause our trading
price to decline.
 
We
expect that significant additional capital will be needed in the future to fund our planned growth, including our ongoing efforts to
expand our footprint outside the U.S. To raise capital, we may sell substantial amounts of common stock or securities convertible into
or exchangeable for common stock. Future issuances of equity or equity-linked securities, together with future conversions of our preferred
stock and exercises of stock warrants currently outstanding or granted in the future, and shares issued in connection with future acquisitions,
if any, may result in material dilution to the equity interests of our existing investors. In addition, as a result of such future issuances,
new investors could gain rights, preferences and privileges senior to those of the current holders of our common stock.
 
Our
Board of Directors may adopt an equity compensation plan in the future to enhance our efforts to attract and reward employees, executives,
and consultants with grants of equity-based awards. Future issuances of equity-based awards, including issuances under any such future
equity compensation plan, may result in material dilution to the equity interests of our existing investors and have an adverse effect
on the market price of our securities.
 
Our
Common Stock has historically had a limited market and high stock price volatility. If an active trading market for our Common Stock
develops, trading prices for our stock may be more volatile.
 
The
principal U.S. market for our Common Stock is the OTC Pink Market, an over-the-counter trading platforms market operated by OTC
Markets Group Inc. Our common stock has historically had limited daily trading activity. In addition, the price of our stock has
historically been volatile. For example, as of March 31, 2024, the 52-week trading price for our Common Stock has ranged from
$0.0010 to $0.0210 per share. Many factors, some of which are beyond our control, may cause the price of our Common Stock to decline
over the short-term or over a long-term, regardless of our operating results. These factors include, among others, fluctuations in
our operating results; trends or adverse publicity related to our business, products, competitors or industry; the unwillingness of
some stockbrokers to place trading orders in our stock and the resulting limitations in the number of stockbrokers willing to trade
our stock; the concentration of a large number of shares of our Common Stock in one or a few stockholders, the sale of our Common
Stock by one or more significant stockholders, changes in the economic conditions in the geographies where we operate, and a decline
in the stock market in general. If an active market for our Common Stock develops, trading prices for our stock may be more volatile
and expose our stockholders to a higher risk of loss of principal over the short-term or over a long-term.
 

Concentration
of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant
corporate decisions.
 
As
of March 31, 2024, our directors, executive officers and their affiliates as a group beneficially own approximately 52.3% of the
outstanding Common Stock. As a result, these stockholders able to exercise a significant level of control over all matters requiring
stockholder approval, including the election of directors, any amendment of the articles of incorporation, as amended and approval of
significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management
and will make the approval of certain transactions difficult or impossible without the support of these stockholders.
 

21
 

 
Certain
rights of our Preferred Stockholders may limit your rights as a Common Stockholder.
 
The
Company’s authorized capital stock structure is comprised of multiple classes of Common Stock (Class A and Class B) as well as
Preferred Stock (Series A, B, C and D). As of March 31, 2024, there were 347,451,880 shares of its Class A Common Stock, 3,100,000 shares
of its Series A Preferred Stock; and 3,220,000 shares of its Series C Preferred Stock issued and outstanding. Effective August 31, 2023,
we established the Series D Preferred Stock, which consists of 26,000 shares issued and outstanding. There are no shares of the Company’s
Class B Common Stock or Series B Preferred Stock currently issued and outstanding.
 
The
rights of the holders of Series A and C Preferred Stock are set out in a Certificate of Designation (for each such series) filed in the
State of Nevada. Pursuant to such Certificates of Designation, each share of Series A and Series C Preferred Stock entitles the holder
to one vote and is convertible into one share of our Class A Common Stock, at the option of the holder, subject to certain regulatory
restrictions. In addition, pursuant to such Certificates of Designation, the affirmative vote of the holders of at least 86% of the shares
of the Series A and the Series C Preferred Stock outstanding is required for the Board to declare and pay dividends and other distributions
upon the shares of the Company’s Common Stock, unless, with respect to a cash dividend, the holders of the Company’s Preferred
Stock (including the Series A and the Series C Preferred Stock) are to receive the same cash dividend as the Common Stock, on an if converted
basis. Further, the shares of our Preferred Stock are senior to the shares of our Common Stock with regards to distributions in the event
of dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary.
 
The
rights of the holders of the Series D Preferred Stock are set out in the Certificate of Designation filed in the state of Nevada. Pursuant
to such Certificate of Designation, from the first date of issuance of any Series D Preferred Stock, each Holder of the Series D Preferred
Stock (each a “Holder”) shall be entitled to receive cumulative dividends be paid by the Company in cash at the rate of twenty-five
percent (25%) per annum of the net operating income of the Company for its calendar year. Accrued and unpaid dividends are cumulative
and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be operating income or surplus
available for the payment of dividends in such fiscal year. Accrued and unpaid dividends shall be payable in cash commencing June 1,
2024 and continuing each annual anniversary of such date, until such Series D Preferred Stock is called by the Company. So long as the
Series D Preferred Stock is outstanding, a majority of Holders (owning fifty percent (50%) or more) of Preferred D Stock will be entitled
to designate individuals to the board of directors of the Company as necessary to maintain a ratio of at least 28.5% of the filled Board
seats, subject to confirmation by the Board, to fill any vacancy in such Board seats and to remove and replace any individuals designated
to fill such Board seats. Without the prior written consent of the holders of fifty percent (50%) or more of the outstanding shares of
the Series D Preferred Stock, the Company shall not (i) authorize or issue additional or other capital stock that is of junior, equal
or greater rank to the shares of the Series D Preferred Stock in respect of the preferences as to distributions and payments upon the
liquidation, dissolution and winding up of the Company, (ii) amend, alter, change or repeal any of the powers, designations, preferences
and rights of the Series D Preferred Stock, and (iii) directly or indirectly declare, pay or make any dividends or other distributions
upon any of the common stock, if any shares of the Series D Preferred Stock are outstanding.
 
The
preferred shareholder rights discussed above may constitute a material limitation on the rights of our Common Stockholders, including
the right to receive dividends and other to distributions, if any. The reduced disclosure requirements applicable to us as a “smaller
reporting company” may make our common stock less attractive to investors.
 
We
are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. As permitted by scaled disclosure requirements
applicable to smaller reporting companies under the Exchange Act, the information we disclose may differ or be less comprehensive, when
compared to that of larger filers. If some investors find our common stock less attractive as a result of less comprehensive information
we may disclose pursuant to the exemptions available to us as a smaller reporting company, there may be a less active trading market
for our common stock and our stock price may be more volatile than that of an otherwise comparable company that does not avail itself
of the same or similar exemptions.
 
The
conversion or exercise, as applicable, of the outstanding Series A Preferred Stock and Series C Preferred Stock could substantially dilute
your investment and adversely affect the market price of our common stock.
 
As
of March 31, 2024, the Series A Preferred Stock are convertible into an aggregate of 3,100,000 shares of common stock. The Series C Preferred
Stock are convertible into an aggregate of 3,220,000 shares of common stock.
 
In
addition, sales of a substantial number of shares of common stock issued upon the conversion or exercise, as applicable, of the outstanding
Series A Preferred Stock, Series C Preferred Stock, or even the perception that such sales could occur, could adversely affect the market
price of our common stock. The conversion or exercise of such securities could result in dilution in the interests of our other stockholders
and adversely affect the market price of our common stock.
 

22
 

 
Sales
of a substantial amount of common stock in the public market or the perception that these sales could occur, could cause the market price
of common stock to decline.
 
Sales
of a substantial number of shares of common stock in the public market or the perception that these sales might occur could cause the
market price of common stock to decline. In addition, we may file a registration statement to register shares reserved for future issuance
under our equity compensation plans. Subject to the satisfaction of applicable vesting requirements and expiration of the lock-up provisions
referred to above, the shares issued upon exercise of outstanding stock options would be available for immediate resale in the open market.
 
A
decline in the price of common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.
 
A
prolonged decline in the price of common stock could result in a reduction in the liquidity of the common stock and a reduction in our
ability to raise capital. A decline in the price of common stock could be especially detrimental to our liquidity, operations and strategic
plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business
plan and operations, including our ability to develop new products and services and continue current operations. If our common stock’s
price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient
to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue
our normal operations.
 
We
will be required to raise additional capital in order to develop our technology and scale our operations. However, we may be unable to
raise additional capital needed to fund and grow our business.
 
We
will need additional capital to scale our operations. We will not be able to continue product development and our commercial deliveries
if we cannot raise additional debt and/or equity financing.
 
We
may not be able to increase our capital resources by engaging in additional debt or equity financings. Even if we complete such financings,
they may result in dilution to our existing investors and include additional rights or terms that may be unfavorable to our existing
investor base. These circumstances could materially and adversely affect our financial results and impair our ability to achieve our
business objectives. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness or take
other actions (including terms that require us to maintain specified liquidity or other ratios) that would otherwise be in the best interests
of our stockholders.
 

23
 

 
Even
if the Board approves a reverse stock split of our common stock at the currently approved ratio, we cannot assure you that the market
price of our common stock will remain high enough for such reverse split to have the intended effect of complying with the
minimum bid price requirement of The Nasdaq Stock Market LLC (“Nasdaq”).
 
In
connection with this offering and the potential uplist of our common stock to Nasdaq, we intend to effect a reverse stock split of
our common stock, subject to approval by the Financial Industry Regulatory Authority (“FINRA”) at the currently approved ratio to allow us to obtain Nasdaq approval of our initial listing application to list
our common stock on Nasdaq. Even if the Board approves a reverse stock split of our common stock at the currently approved ratio,
there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level
required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock
to decline in the period following a reverse stock split. If the market price of our common stock declines following the
effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock
split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or
operational results, could adversely affect the market price of our common stock and thus jeopardize our ability to meet or maintain
the Nasdaq’s minimum bid price requirement or other listing requirements of Nasdaq.
 
Risks
Related to Current World Events
 
An
escalation of the current war in Ukraine, generalized geopolitical conflict in Europe, or the emergence of conflict elsewhere, may adversely
affect our business.
 
An
escalation of the current war in Ukraine, generalized conflict in Europe, or the emergence of conflict elsewhere may adversely affect
our business if the U.S. capital markets become risk averse for a prolonged period of time, and/or there is a general slowdown in the
global economy.
 

24
 

 
ITEM
1B. UNRESOLVED STAFF COMMENTS
 
None.

 
ITEM
1C. CYBERSECURITY 
 
Risk
Management and Strategy
 
We
have processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function
and are designed to help protect our Company from cyber threats as well as secure our networks and systems. Such processes include safeguards,
response plan, and review of our policies and procedures to identify risks.
 
Governance
 
As
we currently do not have an audit committee or compensation committee, our Chief Executive Officer and Chief Financial Officer are responsible
for overseeing cybersecurity risk and periodically updates our Board of Directors on such matters. The Board of Directors receives periodic
updates from management regarding cybersecurity matters, and are notified between such updates regarding any significant new cybersecurity
threats or incidents. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely
to materially affect us or our business strategy, results of operations or financial condition.
 
Our
management provides operational oversight of company-wide cybersecurity strategy, policy, and standards across relevant departments to
assess and help prepare us to address cybersecurity risks.
 
We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information
regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Annual Report.
 
ITEM
2. PROPERTIES
 
The
following table provides information about our material facilities:
 


Location 
Type of Facility 
Leased/Owned 
Sq. Feet 

Plano, Texas 
Corporate Headquarters 
Leased 
 5,560 

Addison, Texas 
Distribution Center 
Leased 
 11,100 

Seoul, South Korea 
Asian Office 
Leased 
 2,612 

 
In
March 2022, the Company entered into a 7-year lease for its current Corporate Headquarters in Plano, Texas. The Company relocated to
its current headquarters during the second quarter of its fiscal year 2023.
 
In
June 2021, the Company commenced operations in Seoul, South Korea in a facility subleased from HWH World, Inc. (“HWH World”),
a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director of the Company. In May 2022, the Company and HWH
World amended the related sublease agreement to reduce the space subleased by the Company and to reduce the related rent obligation.
As of March 31, 2024 and 2023, the agreement constitutes a month-to-month arrangement.
 
ITEM
3. LEGAL PROCEEDINGS
 
We
may be involved, from time to time, in claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry
insurance coverage in such amounts as we believe to be reasonable under the circumstances and that may or may not cover any or all of
our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse
impact on our consolidated financial position, cash flows or results of operations.
 
We
are subject to several U.S. federal, state and local laws and regulations. These laws and regulations govern, among other things, labor
relations, the labeling and safety of the products we sell, and the methods we use to sell these products. We believe that we are in
material compliance with all such laws and regulations, although no assurance can be provided that this will remain true indefinitely
in the future.
 


 
Case
    No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global,
    LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation,
    Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas. On
    December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other
    persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed
    an answer denying the three investors’ claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company
    and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint.
    The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the
    lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case
    to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal
    to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with
    the Fifth Circuit on January 2, 2023. The Company filed  a Response Brief on February 22, 2023. The appeal is still pending as of
    March 31, 2024.

 
ITEM
4. MINE SAFETY DISCLOSURES
 
Not
applicable
 

25
 

 
PART
II
 
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market
Information
 
Our
Common Stock is not listed on any securities exchange and is quoted on the OTC Pink Market under the symbol “SHRG” because
our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no
established public trading market for our Common Stock.
 
The
following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years
ended March 31, 2024 and 2023. This information was obtained from OTC Pink Market and reflects inter-dealer prices without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.
 


  
HIGH  
LOW 

Fiscal
    Year Ended March 31, 2024: 
    
   

First
    Quarter 
$0.0205  
$0.0012 

Second
    Quarter 
$0.0076  
$0.004 

Third
    Quarter 
$0.0046  
$0.002 

Fourth
    Quarter 
$0.004  
$0.0012 

 


  
HIGH  
LOW 

Fiscal
    Year Ended March 31, 2023: 
    
   

First
    Quarter 
$0.038  
$0.024 

Second
    Quarter 
$0.037  
$0.022 

Third
    Quarter 
$0.0355  
$0.015 

Fourth
    Quarter 
$0.0251  
$0.013 

 
Holders
 
As
of June 24, 2024, there were 476 stockholders of record of our Common Stock.
 
Dividends
 
We
have not declared or paid dividends at any time during our past two fiscal years. We currently anticipate that we will retain future
earnings to support reinvestments in our business and our growth plans. Any payment of cash dividends in the future will be at the discretion
of our Board of Directors and will depend upon, among other things, future operating earnings and cash flows, future capital requirements,
contractual restrictions (including those contained in the agreements and instruments governing our debt and the Certificates of Designation
of our convertible Preferred Stock) and general business conditions.
 
Securities Authorized for Issuance Under Equity
Compensation Plans
 
The
information contained under the caption “Equity Compensation Plans” in ITEM 12 – “SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS” is incorporated herein by reference.
 
Penny
Stock Regulations
 
The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their spouse).
 


26
 

 
For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.
 
In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable
for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities
will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
 
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities  
 

In
the month ended February 28, 2022, the Company issued 50,000,000 shares of its Class A Common Stock in connection with the exercise of
warrants by DSS, Inc., a majority shareholder of the Company. The proceeds from these stock issuances were used for general corporate
purposes.
 
On
June 15, 2022, the Company together with DSS, Inc. and Decentralized Sharing Systems, Inc. (“DSSI”), entered into an agreement
pursuant to which the Company issued: (a) a two-year convertible, advancing promissory note in the principal amount of $27.0 million
in favor of DSSI and (b) a detachable warrant to purchase up to 818,181,819 shares of the Company’s common stock at the exercise
price of $0.033 per share.
 
Effective
August 31, 2024, the Company issued 26,000 shares of the Company’s Series D Preferred Stock to DSSI in reliance upon the exemption
from the registration requirements of the under the U.S. Securities Act of 1933, as amended (the “Act”), pursuant to Section
3(a)(9).
 
On
February 3, 2023, the Company agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to
which the Company and DSS have agreed to terminate and release all obligations of a certain Consulting Agreement among the parties effective
as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s
Common Stock in lieu of cash payment to satisfy the accrued and unpaid consulting service fees equal to $700,000 owed to DSS under the
Consulting Agreement. See Note 16 – Related Party Transactions in ITEM 8 of this Annual Report for further details.
 
On
February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual
settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the
Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment
to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000 owed to DSS. See Note 16
– Related Party Transactions in ITEM 8 of this Annual Report for further details.
 
On
March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”) pursuant
to which the parties agreed to: (1) exchange and surrender the Assigned Warrants; (2) exchange and surrender the Service Warrants; (3)
exchange and surrender the DSSI Warrants; and (4) amend the 2022 Note by removing all conversion rights granted by the 2022 Note. Accordingly,
the Company issued 25,000,000 shares of the Company’s Class A Common Stock in full satisfaction, exchange and payment for the exchanges
and amendments set forth in the Agreement. See Note 13 – Convertible Notes Payable in ITEM 8 of this Annual Report for further
details.
 
In
connection with the transactions described in the preceding three paragraphs, no underwriters were involved, there were no proceeds generated
(except as indicated in the preceding paragraphs), and the issuances were made in reliance on the exemption from the registration requirements
of the Securities Act of 1933 provided under Section 4(a)(2) thereof (except as indicated otherwise).
 

27
 

 
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
 
None.
 
ITEM
6. [RESERVED]
 
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 

The following management’s discussion
and analysis of financial condition and results of operations should be read in conjunction with our historical consolidated financial
statements and the related notes. This management’s discussion and analysis contains forward-looking statements that involve risks
and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of
historical fact are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause
our actual results or events to differ materially from those expressed or implied by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those identified below and those discussed in section Item 1A.
“Risk Factors” in this Annual Report. Except as required by applicable law we do not undertake any obligation to update our
forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.




 
Overview
 
Summary
Description of Business
 
Sharing
Services Global Corporation and subsidiaries aim to build shareholder value by developing or acquiring businesses and technologies that
increase the Company’s product and services portfolio, business competencies, and geographic reach.
 
Currently,
the Company markets and distributes its health and wellness products primarily in the U.S and Canada, and delivers its member-based travel
services, primarily in the U.S., using a direct selling business model. The Company markets its health and wellness products through
its proprietary website: www.thehappyco.com; and its member-based travel services using www.mytravelventures.com.
Currently, the Company is in the process of revamping its subscription-based travel services and plans to relaunch it in November 2024.
 
Sharing
Services was originally incorporated in the State of Nevada under the name Sharing Services, Inc. on April 24, 2015.
 
As
further discussed below, the Company intends to continue to grow its business both organically and by making strategic acquisitions from
time to time of businesses and technologies that augment its product portfolio, complement its business competencies and fit its growth
strategy.
 
Strategic
Growth Initiatives
 
The
Company intends to grow its business by pursuing a multipronged growth strategy, that includes: (a) expanding its product offerings,
both within the health and wellness category and in new product categories, (b) expanding its direct-to consumer geographic footprint
(primarily in Asia), and (c) expanding its previously launched membership-based consumer travel products line. This growth strategy may
also include the use of strategic acquisitions of businesses that augment the Company’s product and services portfolio, business
competencies and geographic reach.

 
Summary
Results of Operations:
 



  
Fiscal Years Ended March 31, 

  
2024  
2023  
Increase (Decrease)  
% Change 

Net sales 
$10,878,242  
$16,102,136  
$(5,223,894) 
 -32.4%

Gross profit 
 7,045,265  
 9,256,670  
 (2,211,405) 
 -23.9%

Operating expenses 
 (11,944,630) 
 (24,071,575) 
 12,126,945  
 -50.4%

Operating loss 
 (4,899,365) 
 (14,814,905) 
 9,915,540  
 -66.9%

Non-Operating loss, net 
 (1,812,172) 
 (22,870,258) 
 21,058,086  
 -92.1%

Loss before income taxes 
 (6,711,537) 
 (37,685,163) 
 30,973,626  
 -82.2%

Income tax (benefit) expense 
 -  
 -  
 -  
 0.0%

Net loss 
$(6,711,537) 
$(37,685,163) 
$30,973,626  
 -82.2%

 


28
 

 
Highlights
for the Fiscal Year Ended March 31, 2024:
 


 
●
For
    the fiscal year ended March 31, 2024, our consolidated net sales decreased
by approximately $5.2 million, to approximately $10.9 million, compared to approximately $16.1 million for the fiscal year ended March
31, 2023, primarily as a result of a decline in consumer orders, a decline in the number of new and continuing active distributors, and
the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices in the U.S..

 
 
 

 
●
For
    the fiscal year ended March 31, 2024, our consolidated gross profit decreased
by $2.2 million, to $7.0 million, compared to $9.3 million for the fiscal year ended March 31, 2023. However, as a result of our cost
reduction initiatives to control our production costs and shipping expenses, we were able to improve our gross margin from approximately
57.5% for the fiscal year ended March 31, 2023 to approximately 64.8% for the year ended March 31, 2024.

 
 
 

 
●
For
    the fiscal year ended March 31, 2024, our consolidated operating loss was
approximately $4.9 million compared to approximately $14.8 million for the fiscal year ended March 31, 2023.


 


 
●
For
    the fiscal year ended March 31, 2024, our consolidated net non-operating expenses were approximately $1.8 million compared to
    approximately $22.9 million for the fiscal year ended March 31, 2023, primarily as a result of lower interest expenses and
    amortization of debt discount associated with borrowings from related party in fiscal 2024.

 
 
 

 
●
For the fiscal year ended March 31, 2024, our consolidated net loss was approximately
$6.7 million, compared to approximately $37.7 million for the fiscal year ended March 31, 2023. Our basic and diluted loss per share was
$0.02 for the fiscal year ended March 31, 2024, compared $0.14 for the fiscal year ended March 31, 2023.

 
 
 

 
●
For the fiscal year ended March 31, 2024, our consolidated net cash used
in operating activities was $3.8 million compared to $9.0 million for the fiscal year ended March 31, 2023.

 
 
 

 
●
In
    April 2023, Sharing Services issued 28,877,005 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy
    the accrued and unpaid interest from January 1, 2023, through and including March 31, 2023, in the amount of $540,000, owed to DSSI
    in connection with the 2022 Note.

 
 
 

 
●
In
    May 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of SHRG they then held to the shareholders of DSS, Inc.
    and DSS ceased to be a majority shareholder of the Company.

 
 
 

 
●
In January 2024, Sharing Services issued a Convertible Promissory Note
in the principal amount of $250,000 to Alset Inc. bears a 10% interest per annum and had an origination fee of $25,000 which is payable
in cash or convertible into common shares of the Company at the option of Alset Inc.

 
 
 

 
●
In March 2024, Sharing Services entered into a securities purchase agreement
with HWH International Inc., whereby the Company issued to HWH a convertible promissory note in $250,000.00 which shall be convertible
into 208,333,333 shares of the Company’s common stock at the option of HWH and a common stock purchase warrant agreement which shall
be exercisable into up to 208,333,333 shares of the Company’s common stock.

 

29
 

 

The
Fiscal Year Ended March 31, 2024, Compared to the Fiscal Year Ended March 31, 2023
 
Results
of Operations
 
Net
Sales
 
For
the fiscal year ended March 31, 2024, our consolidated net sales decreased by $5.2 million, to $10.9 million, compared to the fiscal
year ended March 31, 2023. The decrease in net sales mainly reflects: (a) continuation of the decline in consumer orders that we experienced
since the fiscal year 2020, (b) a decline in independent distributor orders, in the number of new independent distributors and in the
number of continuing active distributors, resulting, in part, from recent product reformulations and increased competition for independent
distributors, and (c) the generally adverse impact on consumer buying trends resulting from the recent increase in consumer good prices
in the U.S. In efforts to restore sales growth, we have developed and launched our new business brand, the “ HCo”,
and have further intensified our efforts to recruit, develop and reward our distributors and our efforts reach new consumers, including
through the continued introduction of new products such as Moji fragrance devices and pods.
 
The
decrease of $5.2 million in consolidated net sales is primarily as a result of a decrease in the number of comparable product units
sold.
 
During
the fiscal years ended March 31, 2024 and 2023, the Company derived approximately 100% and 99%, respectively, of its consolidated net
sales from the sale of its health and wellness product line.
 
Gross
Profit
 
For
the fiscal year ended March 31, 2024, our consolidated gross profit decreased
by $2.2 million, to $7.0 million, compared to the fiscal year ended March 31, 2023, and our consolidated gross margin was 64.8% and 57.5%,
respectively. The improvement in our gross margin was attributed mainly to efforts to reduce our production cost and shipping expenses.
 
Selling
and Marketing Expenses
 
For
the fiscal year ended March 31, 2024, our consolidated selling and marketing
expenses decreased to $4.1 million, or 37.7% of consolidated net sales, compared to $7.0 million, or 43.4% of consolidated net sales for
the fiscal year ended March 31, 2023. The decrease of $2.9 million in consolidated selling and marketing expenses is due to lower sales
commissions of $2.1 million (which reflects the decrease in consolidated net sales discussed above), and lower convention expenses of
$0.7 million.
 

30
 

 
General
and Administrative Expenses 
 
For
the fiscal year ended March 31, 2024, our general and administrative expenses
(which include corporate employee compensation and benefits, share-based compensation, professional fees, rent and other occupancy costs,
certain consulting fees, telephone and information technology expenses, insurance premiums, and other administrative expenses) decreased
to $7.8 million, or 72.1% of consolidated net sales, compared to $17.1 million, or 106.1% of consolidated net sales for the fiscal year
ended March 31, 2023. The decrease of $9.3 million in general and administrative expenses was primarily due to our efforts to reduce our
overhead and discretionary/non-essential expenses. Compared to fiscal 2023, we have reduced our consulting and professional fees by approximately$4.0
million majority, our compensation and compensation-related expenses by approximately $2.6 million, legal and other professional fees
of approximately $1.5 million, and our rent and other corporate expenses by approximately $0.9 million.
 

Other Expense
 
For the fiscal year ended March 31, 2024, we recorded
a non-cash charge of approximately $87,300 in connection with the issuance of two convertible promissory notes to our related party Alset
Inc. and HWH International Inc., representing the change in fair value of embedded derivatives.
 

Interest
Expense, Net
 
For
the fiscal year ended March 31, 2024, interest expense was $1.2 million, excluding amortization of debt discount and deferred financing
costs, in the aggregate, of $2.0 million, and interest income of $290,439. Interest expense of $1.2 million represents primarily interest
associated with borrowings under the $27.0 million loan from DSSI. See Note 16 of the Notes to Consolidated Financial Statements
for more details.
 
For
the fiscal year ended March 31, 2023, interest expense was $2.9 million, excluding amortization of debt discount and deferred financing
costs, in the aggregate, of $10.3 million, and interest income of $178,072. Interest expense of $2.9 million represents primarily interest
associated with borrowings under the $27.0 million loan from DSSI. See Note 16 of the Notes to Consolidated Financial Statements
for more details.
 
Other Income
 
For the fiscal year ended March 31, 2024, we recorded
other income of $1.8 million in connection with our application for the U.S. government ERTC (employee retention tax credit) program.
 
Loss
on Investment and Extinguishment of Debt
 
For the fiscal year ended March 31, 2024, we recognized a loss, before
income tax, of $78,632 in connections with our investment in Stemtech and a loss on extinguishment of debt of $29,752 due mainly to the
cancellation of the DSS promissory note in exchange of Series D Preferred Stock with DSSI.
 
Realized
and Unrealized Gains/ Losses on Investment in Unconsolidated Entities and Marketable Securities
 
For
the fiscal years ended March 31, 2024 and 2023, net realized and unrealized gains/losses in connection with our investment in equity
instruments (including investments in unconsolidated entities) were losses of approximately $0.0 and $5.0 million, respectively.
See Note 10 of the Notes to Consolidated Financial Statements for more details.
 
Realized
Loss on Investment in Marketable Securities
 
For
the fiscal years ended March 31, 2024 and 2023, realized loss on investments in marketable securities were $0.0 and $4.9, respectively.
 
Other
Non-operating Income/Expense, net
 

For the fiscal year ended March 31, 2024, other non-operating
expense, net, was approximately $268,500. These amounts consisted primarily of miscellaneous account true-up amounting to $367,300 partially
offset by net litigation settlement recoveries of $100,000 and foreign currency transaction gains of approximately $1,300.
 
For
the fiscal year ended March 31, 2023, other non-operating income, net, was approximately $108,200. These amounts consisted primarily of foreign currency transaction gains of approximately $39,000 and net litigation settlement recoveries  of approximately
$69,200.
 

31
 

 
Income
Tax Benefit 
 
During
the fiscal years ended March 31, 2024 and 2023, the Company did not recognize any income tax benefit as a result of its decision to recognize
a 100% allowance against the deferred tax asset related to its net operating loss. See Note 
 
Net
Loss and Loss per Share
 
As
a result of the foregoing, for the fiscal years ended March 31, 2024 and 2023, our consolidated net loss was approximately $6.7 million
and $37.7 million, respectively. For the fiscal years ended March 31, 2024 and 2023, our diluted loss per share was $0.02 and $0.14,
respectively.
 
Liquidity
and Capital Resources
 
We
broadly define liquidity as our ability to generate sufficient cash, from internal and external sources, to meet our obligations and
commitments. We believe that, for this purpose, liquidity cannot be considered separately from capital resources.
 
Working
Capital
 
We
had a deficiency in our working capital of approximately $4.2 million as of March 31, 2024, and working capital of approximately $33.9
million as of March 31, 2023.
 
As
of March 31, 2024, and 2023, cash and cash equivalents were $0.9 million and $3.0 million, respectively. Based upon the current
level of operations and anticipated investments necessary to grow our business, while we believe that existing cash balances and
anticipated funds from operations may be sufficient to meet our working capital requirements over the next 12 months, we will need
to obtain additional financing through the issuance of equity securities and convertible promissory notes. Please see ITEM 1A – “RISK FACTORS” -
“Our ability to generate sustained positive cash flows from operations or to obtain additional financing, if needed, with
which to fund our working capital needs, including servicing or refinancing our debt, now and in the future.”
 
Historical
Cash Flows 
 
Historically,
our primary sources of cash have been capital transactions involving the issuance of equity securities and secured and unsecured debt and cash
flows from operating activities; and our primary uses of cash have been for operating activities, capital expenditures, acquisitions,
net cash advances to related parties, and debt repayments in the ordinary course of our business.
 

32
 

 
The
following table shows our cash flow activities for the fiscal year ended March 31, 2024, compared to the fiscal year ended March 31,
2023:
 



  
Fiscal Years Ended March 31, 

  
2024  
2023  
Increase (Decrease) 

Net cash used in operating activities 
$(3,729,443) 
$(9,025,388) 
$(5,295,945)

Net cash used in investing activities 
 -  
 (6,830,094) 
 (6,830,094)

Net cash provided by financing activities 
 1,675,251  
 1,918,706  
 (243,455)

Impact of currency rate changes in cash 
 (46,487) 
 (91,605) 
 (45,118)

Net decrease in cash and cash equivalents 
$(2,100,679) 
$(14,028,381) 
$(11,927,702)

 
Net
Cash Used in Operating Activities
 
Net
cash used in operating activities decreased by $5.3 million, to $3.7 million, for the fiscal year ended March 31, 2024, compared to
the fiscal year ended March 31, 2023. The $5.3 million decrease was due to net changes in operating assets and liabilities of $8.9
million, partially offset by an increase in our operating loss of $3.6 million, excluding non-cash items, such as depreciation and
amortization, stock-based compensation expense, provision for obsolete inventory losses, amortization of debt discount, gains
(losses) on investments in unconsolidated entities and losses on impairment of notes receivable and other assets, and deferred
income taxes.
 
Net
Cash Used in Investing Activities
 
Net
cash used in investing activities decreased by $6.8 million, to $0.0, for the fiscal year ended March 31, 2024, compared to the
fiscal year ended March 31, 2023. 
 
Net
Cash Provided by Financing Activities
 
Net
cash provided by financing activities decreased by $0.2 million, to $1.7 million for the fiscal year ended March 31, 2024, compared
to the fiscal year ended March 31, 2023. The $1.7 million represents proceeds from note payable of $1.2 million in connection
with ERTC and $0.5 million of convertible promissory notes from Alset and HWH.
 

33
 

 
Recent
Issuances of Equity Securities
 


 
●
In
    April 2023, Sharing Services issued 28,877,005 shares of the Company’s Common Stock to DSSI in lieu of cash payment to satisfy
    the accrued and unpaid interest from January 1, 2023 through and including March 31, 2023, in the amount of $540,000, owed to DSSI
    in connection with the 2022 Note.

 
Borrowings
via Convertible Notes
 
Convertible
Notes Payable 
 
On
January 17, 2024, the Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”)
and a shareholder of the Company in an aggregate principal amount of $250,000, for a purchase price of $250,000 (the “Alset Note”).
The Alset Note bears interest at 10% per annum, paid quarterly in cash or at the option of the holder, shares of common stock of the
Company (the “Common Stock”). The Alset Note contains an origination fee of $25,000 payable in cash or at the option of the
holder may be convertible into shares of Common Stock upon the maturity date. The maturity date and related accrued interest is the earliest
of (i) six months from the date of issuance; (ii) the acceleration of the Alset Note upon an occurrence of an event of default (as defined
in the Alset Note); (iii) the third business day after the holder has delivered the Company a written demand for payment of the Alset
Note; or (iv) upon the Company’s successful listing on The Nasdaq Stock Market LLC. Alset may, at its option, at any time during
the term of the Alset Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional
interest, or other fees or charges.
 
On
March 18, 2024, the Company entered into a securities purchase agreement (the “March HWH SPA”) with HWH International Inc.,
a Delaware corporation (“HWH”), pursuant to which the Company issued and sold to HWH (i) a convertible promissory note (the
“March HWH Note”) in an aggregate principal amount of $250,000, convertible into 208,333,333 shares of Common Stock and (ii)
a warrant (the “March HWH Warrant”) exercisable into up to 208,333,333 shares of Common Stock for an aggregate purchase price
of $250,000. The exercise price of the March HWH Warrant is $0.0012 and expires five years from the date of issuance. The March HWH Note
bears interest at 6% per annum and has a commitment fee of $15,000. The March HWH Note, together with any accrued interest reduced by
any unamortized prepaid interest shall, at the discretion of HWH, shall either be repaid in cash and/or converted into shares of Common
Stock at a conversion rate of $0.0012 per share; due and payable in full on the earliest of: (i) the third anniversary of the March HWH
Note; (ii) the acceleration of the March HWH Note upon the occurrence of an event of default (as defined in the March HWH Note); or (iii)
on the fifth business day after HWH has delivered to the Company a written demand for payment of the March HWH Note. HWH may, at its
option, at any time during the term of the March HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring
penalties, additional interest, or other fees or charges.
 
On
May 9, 2024, the Company entered into a securities purchase agreement (the “May HWH SPA”) with HWH whereby the Company issued
to HWH a convertible promissory note (the “May HWH Note”) in an aggregate principal amount of $250,000, for a purchase price
of $250,000. The May HWH Note bears interest at 8% per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible
into 208,333,333 shares of Common Stock. The May HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest
shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of Common Stock of the Company at a conversion rate
of $0.002 per share; due and payable in full on the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration
of the May HWH Note upon the occurrence of an event of default (as defined in the May HWH Note); or (iii) on the fifth business day after
HWH has delivered to the Company a written demand for payment of the May HWH Note. The Company may, at its option, at any time during
the term of the May HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional
interest, or other fees or charges.
 
On
June 6, 2024, the Company entered into a securities purchase agreement (the “June HWH SPA”) with HWH whereby the Company
issued to HWH a convertible promissory note (the “June HWH Note”) in an aggregate principal amount of $250,000, for a purchase
price of $250,000. The June HWH Note bears interest at 8% per annum and contains a commitment fee of $20,000. The June HWH Note, together
with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or
converted into 2,500,000,000 shares of Common Stock at a conversion rate of $0.0001 per share; due
and payable in full on the earliest of: (i) the third anniversary of the June HWH Note; (ii) the acceleration of the June HWH Note upon
the occurrence of an event of default (as defined in the June HWH Note); or (iii) on the fifth business day after HWH has delivered to
the Company a written demand for payment of the June HWH Note. The Company may, at its option, at any time during the term of the June
HWH Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other
fees or charges.
 
On
June 19, 2024, the Company and HWH entered into an addendum to the June HWH SPA and June HWH Note to amend: (i) the number of shares
of Common Stock convertible under the June HWH Note from 2,500,000 to 125,000,000; and (ii) the conversion rate from $0.0001 to $0.002.
 
Capital
Resources
 
During
the two fiscal years in the period ended March 31, 2024, the Company did not have material commitments for capital expenditures. During
the fiscal year ended March 31, 2024, and 2023, our consolidated capital expenditures were approximately $0.9 million and $1.2 million,
respectively, primarily consisting of the purchase of furniture and fixtures, computer equipment and software, and leasehold improvements
in the ordinary course of our business.

 

34
 

 
Critical
Accounting Estimates
 
The
preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities at each balance sheet date, reported amount of revenues and expenses for each reporting period presented, and
related disclosures of contingent liabilities. Actual results may differ from these estimates. We believe the Company’s estimates
and assumptions are reasonable.
 
Our
critical accounting estimates relate to the valuation of inventory, the assessment of long-lived assets for impairment, the assessment of loss contingencies, and income taxes.
 
Valuation
of Inventory - Our inventory is stated at the lower of cost, determined using the first-in, first-out (“FIFO”) method,
or net realizable value. Determining the net realizable value of inventory involves the use of judgment. In assessing the net realizable
value of inventory, we consider factors including estimates of the future demand for our products, historical turnover rates, and the
age and sales history of the inventory. When necessary, we adjust the carrying value of inventory for estimated inventory shrinkage and
damage. We estimate inventory shrinkage between physical counts and product damage based upon our historical experience. Actual results
differing from these estimates could significantly affect our inventory and cost of products sold. We take physical counts of inventory
on hand, at least annually, and adjust our financial statements to match actual quantities counted.
 
Assessment
of Long-Lived Assets for Impairment - Long-lived assets, such as office furniture, fixtures, and equipment, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The recoverability
of long-lived assets is assessed by comparing the net carrying amount of each asset to its total estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset exceeds the sum of its undiscounted future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
 
Loss
Contingencies - From time to time, we are involved in legal proceedings. We record a contingent liability when it is probable that
a loss has been incurred and the amount is reasonably estimable. We also perform an assessment of the materiality of loss contingencies
where a loss is either not probable or it is reasonably possible that a loss could be incurred in excess of amounts accrued. If a loss
or an additional loss has at least a reasonable possibility of occurring and the impact on the financial statements would be material,
we provide disclosure of the loss contingency in the notes to our consolidated financial statements. We review all contingencies at least
quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range
of the loss can be made. An adverse judgment or negotiated resolution in any of these matters could have a material adverse effect on
our business, financial position, results of operations or cash flows.
 
Income
Taxes - Income taxes have a significant effect on our net earnings. As of March 31, 2024, we are subject to income taxes primarily
in the U.S. The determination of our provision for income taxes requires judgment, the use of estimates in certain cases and the interpretation
and application of complex tax laws and regulations. Our effective income tax rate is affected by many factors, including changes in
our assessment of certain tax contingencies, increases and decreases in valuation allowances, changes in tax law, outcomes of administrative
audits, the impact of discrete items, and may fluctuate as a result.
 
The
benefits of uncertain tax positions are recorded in our financial statements only after determining a more likely than not probability
that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess
these probabilities and record any changes in the financial statements as appropriate. We account for uncertain tax positions by determining
the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination
requires the use of judgment in evaluating our tax positions and assessing the timing and amounts of deductible and taxable items.
 

35
 

 
Deferred
tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of
temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and
tax credit carryforwards. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent
that a portion is not more likely than not to be realized. Many factors are considered when assessing whether it is more likely than
not that the deferred tax assets will be realized, including recent cumulative earnings, expectations of future taxable income, carryforward
periods and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing
the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating
earnings and available tax planning strategies. This evaluation relies on estimates.
 
Recent
Accounting Pronouncements and Accounting Changes
 
The
information contained in Note 3 of the Notes to Consolidated Financial Statements, under the sub-headings: “Recently Issued Accounting
Standards - Pending Adoption” and “Recently Issued Accounting Standards – Recently Adopted,” in ITEM 8 —
“Financial Statements and Supplementary Data” below, is incorporated herein by reference.
 
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We
are a Smaller Reporting Company, as defined in Rule 12b-2 of the Exchange Act, and, accordingly, are not required to provide the information
required by Item 7A of this Annual Report.
 

36
 

 
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




 
SHARING
SERVICES GLOBAL CORPORATION
 
INDEX
TO FINANCIAL STATEMENTS
 


 
Page

 
 

Report of Independent Registered Public Accounting Firm (PCAOB No. 606)
38

 
 

Report of Independent Registered Public Accounting Firm (PCAOB No. 6121)
39

 
 

Consolidated Balance Sheets as of March 31, 2024 and 2023
40

 
 

Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years ended March 31, 2024 and 2023
41

 
 

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2024 and 2023
42

 
 

Consolidated Statements of Changes in Stockholders’ Deficit for the Fiscal Years ended March 31, 2024 and 2023
43

 
 

Notes to the Consolidated Financial Statements
44

 

37
 


 
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and
Stockholders of
Sharing Services Global Corporation
 
Opinion on the Financial
Statements
 
We have audited the accompanying
consolidated balance sheet of Sharing Services Global Corporation and its subsidiaries (the “Company”) as of March 31, 2024,
and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
 
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company (i) has incurred losses and negative cash flows from operations for consecutive years, (ii)
has an accumulated deficit and negative equity, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of uncertainty.
 
Basis
for Opinion
 
These financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audit included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for
our opinion.
 
Critical Audit Matters
 
The critical audit matters communicated
below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 
Convertible Notes- Related
Party
 
As described in Note 13, the
Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”) and a shareholder
of the Company. The convertible promissory note bears a 10% interest per annum and had an origination fee.
 
The Company also entered into
a securities purchase agreement with HWH International Inc., a Delaware corporation (“HWH”) whereby the Company issued to
HWH a convertible promissory note in $250,000 which shall be convertible into 208,333,333 shares of the Company’s common stock at
the option of HWH and a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares of the Company’s
common stock. The convertible promissory note bears a 6% interest per annum and had a commitment fee of $15,000.
 
The principal consideration
for our determination of management’s assessment of the valuation of the convertible notes- related party as a critical audit matter,
which is primarily due to the complexity of the valuation used and the sensitivity of the underlying significant assumptions.
The calculated fair values are sensitive to changes in these key assumptions.
 
How the Critical Audit Matter
was addressed in the Audit
 
Our audit procedures related
to the determination of the fair value of the Convertible Debt included the following, among others:
 


 
a)
We obtained the agreements between the related parties and the Company.

 
 
 

 
b)
We obtained third party valuations that assess the fair value of the convertible notes-related party from management.

 
 
 

 
c)
We reviewed the valuation reports provided by management to determine if the reports were reasonable and acceptable based on the methodologies used by management’s third-party valuation firm. We also assessed the qualifications and competence of the valuation firm.

 
 
 

 
d)
We audited the critical inputs used in the valuation calculations.

 
 
 

 
e)
We assessed the sufficiency of the Company’s disclosure of its accounting for convertible notes- related party included in Note 13.

 


GRASSI & CO., CPAs, P.C. 
 
We have served as the Company’s
auditor since 2023.
 
Jericho,
New York
July 1, 2024
 

38
 


 

Ankit
Consulting Services, Inc.
 

 




30211
Avenida de Las Banderas, Suite # 200, Rancho Santa Margarita, CA 92688
Phone:
949-683-3034, Facsimile: 949-271-4737

 
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To
the Board of Directors and
Stockholders
of Sharing Services Global Corporation
 
Opinion
on the Financial Statements
 
We
have audited the accompanying consolidated balance sheet of Sharing Services Global Corporation, formerly Sharing Services, Inc. (the
“Company”) as of March 31, 2023, and the related consolidated statements of operations, cash flows and stockholders’
equity, for the year ended March 31, 2023 and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of March 31, 2023, and the results of its operations and its cash flows for the year ended March 31, 2023, in conformity with accounting
principles generally accepted in the United States of America.
 
Going
Concern
 
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company
has a net loss and net cash used in operating activities of $37,685,163 and $9,025,388, respectively, for the fiscal year ended March
31, 2023. The Company has an accumulated deficit of $106,456,378 at March 31, 2023. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s Plan regarding these matters is also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
 
Critical
Audit Matters
 
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 
Related
Party Convertible Note Payable
 
As
described in Note 13 to the financial statements, the Company had a convertible note payable with detached warrants to a related party.
The note payable was modified twice during the year which was treated as extinguishment of debt and replacement with a new note payable.
 
The
principal considerations for our determination that performing procedures relating to the accounting treatment of the transaction is
a critical audit matter were (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to
the fair value measurement of the transaction due to the significant amount of judgment by management when developing the estimate; (ii) significant
audit effort was required in evaluating the terms of note payable assumptions relating to the estimates.
 
Our
audit of the valuation of the convertible notes payable and attached warrants included, but was not limited to, the following procedures:
 


 
●
understanding
    of controls relating to the loan raised;

 
 
 

 
●
examining
    original convertible note and warrants agreements;

 
 
 

 
●
reviewing
    management’s assumptions used in the valuation of the note, warrants and related interest and fee;

 
 
 

 
●
reviewing
    management’s reasoning for treating the debt modification as extinguishment of a note payable;

 
 
 

 
●
obtaining
    technical guidance from third party experts on the accounting treatment;

 
 
 

 
●
reviewing
    management’s assumptions for accounting treatment of the whole transaction;

 
 
 

 
●
evaluating
    the adequacy of the Company’s disclosures relating to the loan raised from related party;

 
/s/
Ankit Consulting Services, Inc.
We
have served as the Company’s auditor since September 2017.
Rancho
Santa Margarita, California
June
23, 2023

 


39
 


 
SHARING
SERVICES GLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
 


  
As of  
As of 

  
March 31, 2024  
March 31, 2023 

ASSETS 
    
   

Current Assets 
    
   

Cash and cash equivalents 
$894,206  
$2,994,885 

Trade accounts receivable, net 
 280,793  
 273,674 

Other receivable 
 1,800,000  
 - 

Inventory, net 
 1,318,662  
 1,636,120 

Other current assets, net 
 132,674  
 527,827 

Total Current Assets 
 4,426,335  
 5,432,506 

Property and equipment, net 
 239,943  
 9,270,193 

Right-of-use assets, net 
 403,107  
 448,240 

Investment in unconsolidated entities, net 
 -  
 206,231 

Intangible assets 
 402,144  
 545,372 

Other assets 
 1,163,385  
 1,177,173 

TOTAL ASSETS 
$6,634,914  
$17,079,715 

  
    
   

LIABILITIES AND STOCKHOLDERS’ DEFICIT 
    
   

Current Liabilities 
    
   

Accounts payable 
$1,304,046  
$1,028,510 

Accrued and other current liabilities 
 2,611,951  
 2,632,770 

Accrued sales commission payable 
 1,742,309  
 2,357,643 

Employee stock warrants liability 
 -  
 148,267 

State and local taxes payable 
 1,545,463  
 1,446,503 

Notes payable, related party, net of unamortized debt discount and unamortized deferred loan cost 
 -  
 6,922,043 

Note payable 
 1,200,000  
 - 

Convertible notes payable 
 262,782  
 24,827,086 

Total Current Liabilities 
 8,666,551  
 39,362,822 

Non-current convertible notes payable, related party 
 324,521  
 - 

Lease liability, long-term 
 416,277  
 440,478 

TOTAL LIABILITIES 
 9,407,349  
 39,803,300 

  
    
   

Commitments and Contingencies 
 -  
 - 

  
    
   

STOCKHOLDERS’ DEFICIT 
    
   

Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding 
 310  
 310 

Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding 
 -  
 - 

Series C convertible preferred stock, $0.0001 par value, 10,000,000 shares designated, 3,220,000 shares issued and outstanding 
 322  
 322 

Series D preferred stock, $0.0001
    par value, 26,000
    shares and no shares issued and outstanding as of March 31, 2024, and March 31, 2023, respectively 
 3  
 - 


    Preferred stock value 
    
   

Class A common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares and 347,451,880 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively 
 37,633  
 34,745 

Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding 
 -  
 - 

Common stock value 
 -  
 - 

Treasury Stock 
 -  
 (626,187)

Additional paid in capital 
 110,699,858  
 84,619,762 

Shares to be issued 
 12,146  
 12,146 

Accumulated deficit 
 (113,167,915) 
 (106,456,378)

Accumulated other comprehensive loss 
 (354,792) 
 (308,305)

TOTAL STOCKHOLDERS’ DEFICIT 
 (2,772,435) 
 (22,723,585)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 
$6,634,914  
$17,079,715 


 
The
accompanying notes are an integral part of these consolidated financial statements.
 

40
 


 
SHARING
SERVICES GLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 


  
March 31, 2024  
March 31, 2023 

  
For the Fiscal Years Ended 

  
March 31, 2024  
March 31, 2023 

Net sales 
$10,878,242  
$16,102,136 

Cost of goods sold 
 3,832,977  
 6,845,466 

Gross profit 
 7,045,265  
 9,256,670 

Operating expenses 
    
   

Selling and marketing  
 4,104,991  
 6,989,660 

General and administrative  
 7,839,639  
 17,081,915 

Total operating expenses 
 11,944,630  
 24,071,575 

Operating loss 
 (4,899,365) 
 (14,814,905)

Other income (expense): 
    
   

Interest expense, net 
 (3,148,032) 
 (13,212,583)

Change in fair value of embedded derivatives 
 (87,303) 
 - 

Other income 
 1,800,000  
 - 

Gain on employee warrants liability 
 -  
 173,432 

Loss on investment and extinguishment of debt 
 (108,384) 
 - 

Unrealized loss on investment 
 -  
 (5,018,735)

Realized loss on investment in marketable securities 
 -  
 (4,920,556)

Other non-operating income (expense), net 
 (268,453) 
 108,184 

Total other expense, net 
 (1,812,172) 
 (22,870,258)

Loss before income taxes 
 (6,711,537) 
 (37,685,163)

Income tax expense 
 -  
 - 

Net loss 
$(6,711,537) 
$(37,685,163)

  
    
   

Other comprehensive loss, net of tax: 
    
   

Currency translation adjustments 
 (46,487) 
 (243,196)

Total other comprehensive loss 
 (46,487) 
 (243,196)

Comprehensive loss 
$(6,758,024) 
$(37,928,359)

  
    
   

Loss per share: 
    
   

Basic and diluted 
$(0.02) 
$(0.14)

  
    
   

Weighted average shares: 
    
   

Basic and diluted  
 374,987,603  
 274,108,025 

 

The
accompanying notes are an integral part of these consolidated financial statements.
 

41
 

 

SHARING
SERVICES GLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS

 


  
March
    31, 2024  
March
    31, 2023 

  
For
    the Fiscal Years Ended 

  
March
    31, 2024  
March
    31, 2023 

CASH
    FLOWS FROM OPERATING ACTIVITIES: 
    
   

Net
    loss 
$(6,711,537) 
$(37,685,163)

Adjustments
    to reconcile net loss to net cash used in operating activities: 
    
   

Depreciation and amortization 
 570,595  
 726,666 

Stock-based
compensation 
 (148,267) 
 (194,004)

Loss
    on disposal of property 
 -  
 25,053 

Amortization
of debt discount and other 
 2,040,291  
 10,877,730 

Change
    in fair value of embedded derivatives 
 87,303  
 - 

Amortization
    prepaid consulting Services 
 -  
 2,867,123 

Loss
(gain) on extinguishment of debt 
 38,215  
 (324,229)

Bad
debt expense 
 413,551  
 162,392 

Loss
    on investment and other assets 
 -  
 9,939,290 

Provision
for obsolete inventory 
 777,443  
 1,788,999 

Changes
    in operating assets and liabilities: 
    
   

Accounts
receivable 
 (420,669) 
 1,560,481 

Other
receivable 
 (1,800,000) 
 - 

Inventory 
 (459,984) 
 1,152,522 

Other
current assets 
 763,417  
 (97,073)

Property
and equipment 
 (60,806) 
 - 

Other
assets 
 99,843  
 - 

Accounts
payable 
 275,537  
 808,008 

Income
taxes payable 
 98,960  
 385,013 

Lease
liability 
 20,932  
 25,224 

Accrued
and other liabilities 
 685,733  
 (1,043,420)

Net
    Cash Used in Operating Activities 
$(3,729,443) 
$(9,025,388)

  
    
   

CASH
    FLOWS FROM INVESTING ACTIVITIES: 
    
   

Payments
    for property and equipment and other assets 
 -  
 (1,196,406)

Payments
    upon issuance of notes receivable 
 -  
 (313,592)

Purchase
    of marketable securities, net 
 -  
 (4,920,096)

Cash
    paid for acquisition of non-consolidated interests 
 -  
 (400,000)

Net
    Cash Used in Investing Activities 
 -  
 (6,830,094)

  
    
   

CASH
    FLOWS FROM FINANCING ACTIVITIES: 
    
   

Proceeds
    from note payable 
 1,175,251  
 - 

Proceeds
    from issuance of convertible notes, related party 
 500,000  
 - 

Net
    proceeds from issuance of promissory notes 
 -  
 10,922,329 

Repayments
    of borrowings under promissory notes 
 -  
 (4,611,342)

Refinance
    of notes payable 
 -  
 (3,270,000)

Payment
    in connection with litigation settlement 
 -  
 (1,043,645)

Repayment
    of convertible note payable 
 -  
 (78,636)

Net
    Cash Provided by Financing Activities 
 1,675,251  
 1,918,706 

  
    
   

IMPACT
    OF CURRENCY RATE CHANGES ON CASH 
 (46,487) 
 (91,605)

Decrease
    in cash and cash equivalents 
 (2,100,679) 
 (14,028,381)

Cash
    and cash equivalents, beginning of period 
 2,994,885  
 17,023,266 

Cash
    and cash equivalents, end of period 
$894,206  
$2,994,885 

  
    
   

Supplemental
    cash flow information 
    
   

Cash
    paid for interest 
$168,279  
$1,708,409 

Cash
    paid for income taxes 
$1,111  
$9,525 

  
    
   

Supplemented
    disclosure of non-cash investing and financing activities: 
    
   

Sale of commercial real property in exchange for relief from related party
loans and other liabilities 
$7,438,692  
$- 

Sale of investments in exchange for relief from related party note and
other liabilities 
$1,500,000  
$- 

Debt
    modification 
$-  
$10,363,126 

Common
    stock issued to settle accrued interest payable 
$539,806  
$552,000 

Common
    stock issued to settle management fees payable 
$-  
$700,000 


 
The
accompanying notes are an integral part of these consolidated financial statements.

 

42
 


 
SHARING
SERVICES GLOBAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For
the Fiscal Years Ended March 31, 2024 and 2023
 


  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
Paid in  
to be 
 
Treasury  
Accumulated  
Comprehensive  
  

  
   
Series B  
   
Series D  
   
   
  
 
   
   
   
  

  
Series A
Preferred Stock  
Preferred
    Stock  

Series C
Preferred Stock  
Preferred
    Stock  
Class A and Class B
 Common Stock  
   
  
 
   
   
Accumulated  
  

  
Number  
   
Number  
   
Number  
   
Number  
   
Number  
   
Additional  
Shares 
 
   
   
Other  
  

  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
Paid in  
to be 
 
Treasury  
Accumulated  
Comprehensive  
  

  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Capital  
Issued 
 
Stock  
Deficit  
Loss  
Total 

Balance - March 31, 2022 
 3,100,000  
$310  
 -  
$-  
 3,220,000  
$322  
 -  
$-  
 288,923,969  
$28,892  
$80,738,719  
$12,146 
 
 -  
$(57,886,336) 
$(65,109) 
$22,828,944 

Refinancing of debt and detachable warrants 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 2,029,454  
 - 
 
 -  
 -  
 -  
 2,029,454 

Repurchase of shares of Common Stock 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 (26,091,136) 
 (2,609) 
 (23,482) 
 - 
 
 (626,187) 
 -  
 -  
 (652,278)

Common Stock issued for debt modification 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 14,854,159  
 1,485  
 307,206  
 - 
 
 -  
 (10,671,817) 
 -  
 (10,363,126)

Common stock issued to settle management fees payable 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 33,333,333  
 3,333  
 696,667  
 - 
 
 -  
 -  
 -  
 700,000 

Common stock issued to settle accrued interest payable 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 26,285,714  
 2,629  
 549,371  
 - 
 
 -  
 -  
 -  
 552,000 

Common stock issued upon cancellation of stock warrants 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 10,145,841  
 1,015  
 212,047  
 - 
 
 -  
 (213,062) 
 -  
 - 

Stock based compensation award (stock warrants) 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 109,780  
 - 
 
 -  
 -  
 -  
 109,780 

Currency translation adjustments 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 - 
 
 -  
 -  
 (243,196) 
 (243,196)

Net loss 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 - 
 
 -  
 (37,685,163) 
 -  
 (37,685,163)

Balance - March 31, 2023 
 3,100,000  
$310 
 -  
$-  
 3,220,000 
$322  
 - 
$-  
 347,451,880  
$34,745  
$84,619,762  
$12,146 
 
 (626,187) 
$(106,456,378) 
$(308,305) 
$(22,723,585)

 


  
   
Series B  
   
Series D  
   
   
   
   
   
   
  

  
Series A
Preferred Stock  
Preferred
    Stock  
Series C
Preferred Stock  
Preferred
    Stock  
Class A and Class B
Common Stock  
   
   
   
   
Accumulated  
  

  
Number  
   
Number  
   
Number  
   
Number  
   
Number  
   
Additional  
Shares  
   
   
Other  
  

  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
of  
Par  
Paid in  
to be  
Treasury  
Accumulated  
Comprehensive  
  

  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Shares  
Value  
Capital  
Issued  
Stock  
Deficit  
Loss  
Total 

Balance - March 31, 2023 
 3,100,000  
$310  
 -  
$-  
 3,220,000  
$322  
 -  
$-  
 347,451,880  
$34,745  
$84,619,762  
$12,146  
 (626,187) 
$(106,456,378) 
$(308,305) 
$(22,723,585)

Balance 
 3,100,000  
$310  
 -  
$-  
 3,220,000  
$322  
 -  
$-  
 347,451,880  
$34,745  
$84,619,762  
$12,146  
 (626,187) 
$(106,456,378) 
$(308,305) 
$(22,723,585)

Cancellation of treasury stock 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 (626,187) 
 -  
 626,187  
 -  
 -  
 - 

Preferred stock issued for debt modification 
 -  
 -  
 -  
 -  
 -  
 -  
 26,000  
 3  
 -  
 -  
 26,169,365  
 -  
 -  
 -  
 -  
 26,169,368 

Common stock issued to settle accrued interest payable 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 28,877,005  
 2,888  
 536,918  
 -  
 -  
 -  
 -  
 539,806 

Currency translation adjustments 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 (46,487) 
 (46,487)

Net loss 
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 (6,711,537) 
 -  
 (6,711,537)

Balance - March 31, 2024 
 3,100,000  
$310 
 -  
$-  
 3,220,000 
$322  
 26,000 
$3  
 376,328,885  
$37,633  
$110,699,858  
$12,146  
 -  
$(113,167,915) 
$(354,792) 
$(2,772,435)

Balance 
 3,100,000  
$310 
 -  
$-  
 3,220,000 
$322  
 26,000 
$3  
 376,328,885  
$37,633  
$110,699,858  
$12,146  
 -  
$(113,167,915) 
$(354,792) 
$(2,772,435)

 
The accompanying notes are an integral
part of these consolidated financial statements.
 

43
 


 
SHARING
SERVICES GLOBAL CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE
1 – ORGANIZATION AND BUSINESS
 
Sharing
Services Global Corporation (“Sharing Services”) and its subsidiaries (collectively, the “Company”) aim to build
shareholder value by developing or investing in innovative emerging businesses and technologies that augment the Company’s products
and services portfolio, business competencies, and geographic reach. Sharing Services was incorporated in the State of Nevada in April
2015; its main business activities include:
 


●
Sale
    of Health and Wellness Products - The Company markets its health and wellness products primarily through an independent sales
    force, using a direct selling business model under the proprietary brand “The Happy Co.” Currently, The Happy Co. TM
    markets and distributes its health and wellness products primarily in the United States (“U.S.”) and Canada. 

 
 

 
The
    Company generates substantially all of its revenue from the sale of health and wellness products.

 
 

●
Sale
    of Member-Based Travel Services - Through its subsidiary, Global Travel Destinations, the Company established a subscription-based
    travel services business under the proprietary brand MyTravelVentures (“MTV”) in May 2022. MTV provides entrepreneurial
    opportunities to its subscribers by capitalizing on both the direct selling model and the retail travel business model. The MTV services
    are designed to offer discount for travel relating to airfare, cruises, hotels, resorts, time shares and rental cars for destinations
    throughout the world for people of all ages, demographics, and economic backgrounds.

 
The
Company is in the process of revamping its travel services business and has temporarily suspended its MTV business operation to prepare
for its re-launch in November 2024.
 
In
August 2021, Sharing Services and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company,
entered into a Master Franchise Agreement (the “MFA”) pursuant to which Sharing Services acquired the exclusive franchise
rights in North America to the brand “Hapi Café.” Under the terms of the MFA, Sharing Services, directly or through
its subsidiaries, has the right to operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights
to own and operate other stores, subject to the terms and conditions contained in the MFA. The Company plans to open up Hapi Café
in Dallas and the New York City, and is in the process of identifying and evaluating suitable locations.
 
Directly
or through its subsidiaries, the Company from time to time will invest in emerging businesses, using a combination of debt and equity
financing, in efforts to leverage the Company’s resources and business competencies and to participate in the growth of these businesses.
As part of the Company’s commitment to the success of these emerging businesses, the Company, directly or through its subsidiaries,
also plans to offer non-traditional inventory financing, order fulfillment and logistic, CRM “Back Office” solutions, and
other success-critical services to these businesses.

 
NOTE
2 - GOING CONCERN
 
The
accompanying consolidated financial statements have been prepared using generally accepted accounting principles in the United States
of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities
in the ordinary course of business. During the years ended March 31, 2024 and 2023, the Company had a net loss of approximately $6.7
million and $37.7 million, respectively. In addition, the Company had reported consecutive years of declining net sales. These factors
among other raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
 
In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan
is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating
expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will
be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability
and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.
 

44
 


 
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
 
Basis
of Presentation
 
The
accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
 
Use
of Estimates and Assumptions
 
The
preparation of financial statements in accordance with GAAP requires the use of judgment and requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and
liabilities, if any. Matters that require the use of estimates and assumptions include, among others: the recoverability of trade accounts
and other receivable, the valuation of inventory, the useful lives of fixed assets, the assessment of long-lived assets for impairment,
the nature and timing of satisfaction of multiple performance obligations resulting from contracts with customers, the allocation of
the transaction price to multiple performance obligations in a sales transaction, the measurement and recognition of right-of-use assets
and related lease liabilities, the valuation of share-based compensation awards, the provision for income taxes, the measurement and
recognition of uncertain tax positions, the valuation of long-term debt covenants, and the valuation of loss contingencies, if any. Actual
results may differ from these estimates in amounts that may be material to our consolidated financial statements. We believe that the
estimates and assumptions used in the preparation of our consolidated financial statements are reasonable.
 
Cash
and cash equivalents
 
The
Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash
equivalents include recent customer remittances deposited with our merchant processors at the balance sheet date, which generally settle
within 24 to 72 hours. As of March 31, 2024 and 2023, cash and cash equivalents included cash held by our merchant processors of approximately
$0.05 million and $0.5 million, respectively. In addition, as of March 31, 2024 and 2023, cash and cash equivalents held in bank accounts
in foreign countries in the ordinary course of business were approximately $0.4 million and $1.3 million, respectively. Amounts held
by our merchant processor or held in bank accounts located in foreign countries are generally not insured by any federal agency.
 
Trade
Accounts Receivable and Allowance for Credit Losses
 
In
May 2019, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Update (ASU) 2019-05, which is an update to
ASU Update No. 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments,
which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized
cost basis, replacing the previous incurred loss methodology. The Company adopted this standard on April 1, 2023 using a modified retrospective
approach and did not restate the comparable prior periods. The adoption did not have a material impact on the Company’s consolidated
financial statements.
 
The
Company maintains an allowance for credit losses in accordance with ASC 326 and records the allowance for credit losses as an offset
to assets such as accounts receivable. The expected credit losses are classified as general and administrative expenses in the consolidated
statements of operations and comprehensive loss. The Company assesses collectability by reviewing receivables on a collective basis where
similar characteristics exist, primarily based on the size and nature of specific receivables. In determining the amount of the allowance
for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit
quality of the counter party, and current and future economic conditions. On a quarterly basis, management determines if the allowance
for credit losses is adequate, and adjusts the allowance, when necessary. Delinquent account balances are written-off against the allowance
for credit losses after all means of collection have been exhausted and that the likelihood of collection is not probable.
 

45
 

 

Inventory
and Cost of Goods Sold
 
Inventory
consists of finished goods and promotional materials and is stated at the lower of cost determined using the first-in, first-out (“FIFO”)
method, or net realizable value. It includes direct product costs and certain shipping and handling costs, such as in-bound freight.
When estimating the net realizable value of inventory, the Company considers several factors including estimates of future demand for
the product, historical sales, the age and sales history of the inventory, and historic and anticipated changes in our product offerings.
 
The
Company periodically assesses the realizability of its inventory based on evaluation of its inventory levels against historical and anticipated
sales. Physical inventory counts are performed at all facilities on a quarterly basis. During the fiscal year ended March 31, 2024, and
2023, the allowance for slowing moving or obsolete inventory of $1.6 million and $1.8 million, respectively, in connection with
health and wellness products that were either damaged, expired, or slow-moving, based on the Company’s historical and anticipated
sales. The Company reports its allowance for obsolete or slow-moving inventory in cost of goods sold in its consolidated statements of
operations.
 
Cost
of goods sold includes actual product costs, vendor rebates and allowances, if any, inventory shrinkage and certain shipping and handling
costs, such as in-bound freight, associated with product sold. All other shipping and handling costs, including the cost to ship products
to customers, are included in selling and marketing expenses in our consolidated statements of operations when incurred.
 
Other
Receivable and Note Payable
 
In
July 2023, the Company, through its out-sourced payroll services provider (“Paychex”), submitted a claim to the Internal
Revenue Services (“IRS”) for the Employee Retention Tax Credit (“ERTC credit”) based on its payroll records and
other pertinent information. Refunds will be distributed based on IRS processing times and the total ERTC credit will be approximately
$1.8 million. Since the likelihood of receiving the ERTC credit is probable and the amount is estimable, the Company has recorded its
ERTC credit in Other Receivable.
 
Through
the introduction of Paychex, the Company successfully applied for an ERTC loan (“bridge loan”) in August 2023. The bridge
loan that was approved came to $1.2 million, and it was recorded as a Loan Payable. The loan is for a 12-month period and carries a 2%
monthly interest rate. The loan proceeds must be used solely and exclusively for working capital and other business purposes and it had
an origination fee of $24,000. The Company received net proceeds of approximately $1.18 million in September 2023.
 
Other
Assets
 
Other
assets include a multi-user license and code of a back-office platform that was acquired for $1 million in 2022. This back-office platform
is designed to facilitate the computation and processing of commission payments to distributors, and it requires customization in order
for it to be operational. Costs associated with the customization and build out of the platform has been capitalized in accordance with
ASC 350 - Capitalization on Internal-Use Software Costs.
 
Property
and Equipment
 
Property
and equipment are recorded at cost and reported net of accumulated depreciation. Depreciation expense is recognized over an asset’s
estimated useful life using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful lives
of the assets or the term of the related lease, including lease renewals considered reasonably assured. The estimated useful lives of
our property and equipment are as follows:
 


 
●
Buildings
    and building improvements– shorter of 39 years or remaining useful life of the asset

 

46
 

 


 
●
Furniture
    and fixtures – 3 years

 
●
Office
    equipment – 5 years

 
●
Computer
    Equipment – 3 years

 
●
Computer
    software – 3 years

 
●
Leasehold
    improvements – shorter of the remaining lease term or estimated useful live of the asset

 
The
estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. The recoverability of long-lived
assets is assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
fully recoverable, by comparing the net carrying amount of each asset to the total estimated undiscounted future cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted future cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
 
Revenue
Recognition
 
The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606 when (or as) it transfers control of
the promised goods and services to the customer in an amount that reflects the consideration the Company expects to be entitled to receive
in exchange for those goods or services.
 
Revenue
is recognized net of amounts due to taxing authorities (such as local and state sales tax). The Company’s customers place sales
orders online and through the Company’s “back-office” operations, which creates a contract and establishes the transaction
price. With respect to products sold, the Company’s performance obligation is satisfied upon receipt of the products by the customer.
With respect to subscription-based revenue, including independent distributor membership fees, the Company’s performance obligation
is satisfied over time (generally, up to one year). With respect to customer loyalty points awarded, the Company’s performance
obligation is satisfied at the earliest of (a) the redemption or expiration date, or (b) when it is no longer probable the points will
be redeemed. The Company assesses the probability an awards of customer loyalty points will be redeemed, based on its historic breakage
rates. The timing of revenue recognition may differ from the time when the Company invoices the customer and/or collects payment. The
Company has elected to treat shipping and handling costs as an activity to fulfill its performance obligations, rather than a separate
performance obligation.
 
During
the fiscal year ended March 31, 2022, a subsidiary of the Company introduced a Customer Loyalty Program which enables customers to earn
points in a purchase transaction or through other means. The points are not redeemable for cash or product. Upon reaching 1,500 points,
a customer may redeem the points and receive a $10 loyalty rewards card or certificate, that may be used when purchasing a product. Points
and loyalty rewards cards or certificates expire one year for the issuance date. However, points, loyalty rewards cards, and certificates
are forfeited if the customer fails to remain active for a period of 90-days. The Company allocates a portion of the sales transaction
price to each of its performance obligations therein, including points earned, and deferred revenue recognition until the earlier of
(a) redemption or expiration of the rights conferred by the points or (b) the date when it is not probable the points will be redeemed
(for example, because the holder is no longer an active customer).
 
As
of March 31, 2024 and 2023, deferred revenue associated with
 


●
product
    invoiced but not received by customers at the balance sheet date was $80,404 and $113,896, respectively; 

●
unfulfilled
    performance obligations for services offered on a subscription basis was $37,774 and $80,528, respectively; 

●
unfulfilled
    performance obligations for customers’ right of return was $24,703 and $26,894, respectively; and 

●
customer
    loyalty points outstanding was $19,326 and $25,493, respectively. 

 
As
of March 31, 2022, deferred revenue associated with product invoiced but not received by customers at the balance sheet date was $344,071;
deferred sales revenue associated with unfulfilled performance obligations for services offered on a subscription basis was $70,968;
deferred sales revenue associated with unfulfilled performance obligations for customers’ right of return was $63,890; and deferred
sales revenue associated with customer loyalty points outstanding was $68,287.
 
During
the fiscal years ended March 31, 2024 and 2023, no individual customer, or related group of customers, represents 10% or more of the
Company’s net sales. 
 
During
the fiscal year ended March 31, 2024, and 2023,
 


 
●
approximately
    100% and 99%, respectively, of the Company’s net sales were from sale of health and wellness products.

 

47
 

 



 
●
the
    Company’s ten top selling products represent approximately 53% and 49%, respectively, of its net sales.

 
●
approximately
    95% and 91%, respectively, of the Company’s net sales are to customers and independent distributors located in the U.S. (based
    on the customer’s shipping address). No other country represented more than 10% of total sales.

 
●
product
    purchases from one U.S.-based supplier accounted for approximately 84% and 92%, respectively, of total product purchases. 

 
Sales
Commissions
 
The
Company recognizes sales commission expense when incurred at the time when the revenue is recognized. In the fiscal year ended March 31, 2024, and 2023, sales commission
expense was approximately $3.7
million and $5.8
million, respectively, and is included in selling and marketing expenses in the Company’s consolidated statements of
operations. The Company measures and recognizes sales commission expense based on the Company’s Distributor Compensation Plan.
The Company’s independent distributors earn commissions when they sell Company products to retail customers or to their
downline independent distributors. Additionally, they can earn commissions when their personally sponsored distributors (or
downline) sell products to end users. There is no limit as to the number of personally enrolled distributors or retail customers
that an independent distributor may have and earned compensation for.
 
Share-Based
Payments
 
The
Company accounts for stock-based compensation awards to its directors, officers, and employees in accordance with ASC Topic 718, Compensation
– Stock Compensation (“ASC 718”). Previously, the Company, through a subsidiary, entered into multi-year employment
agreements with certain employees. Such agreements generally contain (a) an Initial Warrant that vested immediately and is exercisable
at a fixed exercise price and (b) Subsequent Warrants that vest over time and are exercisable at an exercise price calculated by multiplying
a specified discount rate by the 10-day average stock price determined at the time of exercise. Generally, a Subsequent Warrants tranche
vests in full at each anniversary of the employment agreement effective date, during the contractual term of employment.
 
As
stated above, some stock warrants issued in connection with these multi-year employment agreements are exercisable at a variable exercise
price, a price equal to the discounted 10-day average stock price determined at the time of exercise. In general, the Company begins
recognizing the compensatory nature of the warrants at the service inception date and ceases recognition at the vesting date. Due to
the variable nature of the exercise price for some grants, however, the Company remeasures compensation expense associated with these
awards after the service period ends and until the warrant is exercised or expires. As such, the Company’s stock-based compensation
expense contains components associated with (i) awards that have a fixed exercise price whose fair value is measured at the grant date
and (ii) awards with a variable exercise price whose value is measured at the balance sheet date, including fully vested awards. The
Company recognizes the income/expense component associated with the subsequent measure of fully vested awards as non-operating income/expense.
 
In
the fiscal year ended March 31, 2024, income recognized in connection with stock-based compensation awards was $148,267, primarily associated with the subsequent measure
of fully vested awards. In the fiscal year ended March 31, 2023, expense recognized in connection with stock-based compensation awards
was $160,225,
primarily consisting of: (a) compensatory expense of $13,207
and (b) income associated with the subsequent
measure of fully vested awards of $194,004.
 
Lease
Accounting
 
The
Company determines if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgment regarding
whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases, which requires lessees to, among other
things, report on their balance sheets a right-of-use asset and a lease liability measured based on the present value of future lease
payments over the term of the lease agreements for agreements classified as operating leases.
 

48
 

 

For
all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease
components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and
liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an
index or rate measured at the commencement date, and the amount the Company believes is probable the Company will pay the lessor
under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated
incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit
rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short
term leases (leases with an original lease term one year or less) from the measurement of lease-related assets and liabilities.
 
The
Company tests right-of-use assets in an operating or finance lease at the asset group level (because these assets are long-lived nonfinancial
assets and should be accounted for the same way as other long-lived nonfinancial assets) whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
 
The
Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements
classified as operating leases.
 
Foreign
Currency Translation
 
The
Company maintains a legal entity structure that would allow management to expand its U.S.-based operation into certain key direct sales
market in Asia, such as Korea. In 2021, through its wholly owned subsidiary, the Company commenced operations in the Republic of Korea
(South Korea). The functional currency of the Korean subsidiary is the South Koran Won. Balance sheet accounts are translated into U.S.
dollars (USD, the Company’s reporting currency) at the rates of exchange in effect at the balance sheet date, while the results
of operations and cash flows are translated using average exchange rates for the periods presented. The resulting translation adjustments
are recorded as a component of accumulated other comprehensive gain/loss in the Company’s consolidated balance sheets. The following
exchange rates between the South Korean Won and the USD are used to translate the Company’s Korean operation’s financial
statements:
SCHEDULE
OF FOREIGN EXCHANGE CURRENCY TRANSLATION


  
South Korean Won per 1 USD 

  
2024  
2023 

Exchange rate as of March 31st 
 1,346.42  
 1,302.31 

Average exchange rate for the fiscal year then ended 
 1,319.86  
 1,309.20 

 
During
the fiscal year ended March 31, 2024 and 2023, approximately 95% and 93%, respectively, of the Company’s net sales are denominated
in U.S. Dollars. During the fiscal year ended March 31, 2024, and 2023, sales denominated in no other currency accounted for 10% or more
of net sales.
 
Income
Taxes
 
The
Company uses the asset and liability method and follows ASC Topic 740 – Income Taxes (“ASC 740”) in accounting
for its income taxes. The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (“temporary
differences”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which
temporary differences are anticipated to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rate is recognized in measuring results of operations in the period that includes the enactment date. Deferred tax assets are evaluated
periodically, and a valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be
realized unless it is more-likely-than-not that the assets will be realized in full. When assessing whether it is more-likely-than-not
that the deferred tax assets will be realized, management considers multiple factors, including recent earnings history, expectations
of future earnings, available carryforward periods, the availability of tax planning strategies, and other relevant quantitative and
qualitative factors.
 
In
determining the provision for income taxes, an annual effective income tax rate is used based on annual income, permanent differences
between book and tax income, and statutory income tax rates. Accounting for income taxes involves judgment and the use of estimates.
 

49
 


 
The
Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in
its tax returns, unless the weight of available evidence indicates it is more-likely-than-not that the tax position will be sustained
on audit, including resolution through available appeals processes. We measure the tax position as the largest amount which is more-likely-than-not
of being realized. The Company considers many factors when evaluating and estimating the Company’s tax positions, which may require
periodic adjustments when new facts and circumstances become known.
 
Related
Parties
 
A
party is considered to be related to the Company if it, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with
if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its separate interests.
 
Comprehensive
Income (Loss)
 
Comprehensive
income (loss) is defined as the increase or decrease in stockholders’ equity during a period as a result of transactions and other
events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. For each of the fiscal
years presented herein, the Company’s components of comprehensive loss included net loss and foreign currency translation adjustments,
as reported in the consolidated statements of operations and comprehensive loss.
 
Segment
Reporting
 
The
Company follows ASC Topic 280, Segment Reporting. The Company’s management reviews the Company’s consolidated financial
results when making decisions about allocating resources and assessing the performance of the Company as a whole and has determined that
the Company’s reportable segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services.
 
Recently
Issued Accounting Standard - Pending Adoption
 
In
August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain convertible
instruments. Among other things, under ASU 2020-06, the embedded conversion features no longer must be separated from the host contract
for convertible instruments with conversion features not required to be accounted for as derivatives, or that do not result in substantial
premiums accounted for as paid-in capital. ASU 2020-06 also eliminates the use of the treasury stock method when calculating the impact
of convertible instruments on diluted Earnings per Share. For the Company, the provisions of ASU 2020-06 are effective for its fiscal
quarter beginning on April 1, 2024. Early adoption is permitted, subject to certain limitations. The Company is evaluating the potential
impact of adoption on its consolidated financial statements.

 
NOTE
4 – FAIR VALUE MEASUREMENTS
 
The
Company’s financial instruments consist of cash equivalents, if any, accounts receivable, notes receivable, investments in unconsolidated
entities, accounts payable, and notes payable, including convertible notes. The carrying amounts of cash equivalents, if any, accounts
receivable, notes receivable, and accounts payable approximate their respective fair values due to the short-term nature of these financial
instruments.
 
The
Company measures and discloses the fair value of its financial instruments under the provisions of ASC Topic 820 – Fair Value
Measurement, as amended (“ASC 820”). The Company defines “fair value” as the price that would be received
to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the
measurement date. ASC 820 establishes a three-level hierarchy for measuring fair value and requires entities to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. There were no transfers between the levels of the fair
value hierarchy during the periods covered by the accompanying consolidated financial statements.
 

50
 

 

Consistent
with the valuation hierarchy contained in ASC 820, we categorized certain of our financial assets and liabilities as follows:
SCHEDULE
OF VALUATION HIERARCHY FINANCIAL ASSETS AND LIABILITIES
 


  
Total  
Level 1  
Level 2  
Level 3 

  
As of March 31, 2024 

  
Total  
Level 1  
Level 2  
Level 3 

Assets 
    
    
    
   

Investment in unconsolidated entities 
$-  
$-  
$-  
$- 

Total assets 
$-  
$-  
$-  
$- 

Liabilities 
    
    
    
   

Convertible notes payable 
$587,303  
$-  
$587,303  
$- 

Notes payable 
    
    
    
   

Total liabilities 
$587,303  
$-  
$587,303  
$- 

 


  
Total  
Level 1  
Level 2  
Level 3 

  
As of March 31, 2023 

  
Total  
Level 1  
Level 2  
Level 3 

Assets 
    
    
    
   

Investment in unconsolidated entities 
$206,231  
$-  
$-  
$206,231 

Total assets 
$206,231  
$-  
$-  
$206,231 

Liabilities 
    
    
    
   

  
    
    
    
   

Notes payable 
$24,827,086  
$-  
$24,827,086  
 - 

Total liabilities 
$24,827,086  
$-  
$24,827,086  
$- 

 
Certain
of the Company’s investments in unconsolidated entities are valued for purposes of this disclosure using unobservable inputs, since
there are no observable market transactions for such investments. The fair value of notes receivable approximates the carrying value
due to the short-term nature of the note.
 
As
of March 31, 2024, convertible notes payable (including current maturities) are reported in our consolidated financial statements at
fair value of approximately $0.5
million.
 
As
of March 31, 2023, notes payable (including current maturities) are reported in our consolidated financial statements at amortized cost
of $27.0 million, less unamortized debt discount and deferred financing costs, in the aggregate, of approximately $2.2 million.

 
NOTE
5 – LOSS PER SHARE
 
The
Company calculates basic loss per share by dividing net loss available to common shareholders by the weighted average number of common
shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact
of shares issuable upon the conversion or exercise of our outstanding convertible Preferred Stock, convertible notes payable, stock warrants
and other commitments to issue Common Stock, except where the impact would be anti-dilutive, as defined in GAAP.
 
The
following table sets forth the computations of basic and diluted earnings (loss) per share for the periods indicated:
SCHEDULE
OF COMPUTATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE 


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Net loss 
$(6,711,537) 
$(37,685,163)

  
    
   

Weighted average basic and diluted shares 
 374,987,603  
 274,108,025 

Loss per share: 
    
   

Basic and diluted 
$(0.02) 
$(0.14)

 

51
 

 

The
following potentially dilutive securities and instruments were outstanding on the dates indicated, but excluded from the table above
because their impact would be anti-dilutive:
SCHEDULE OF POTENTIALLY DILUTIVE INSTRUMENTS OUTSTANDING
 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Convertible notes payable 
 333,333,333  
 663,546,451 

Stock warrants 
 200,933,515  
 669,010,148 

Convertible Preferred Stock 
 6,320,000  
 6,320,000 

Total potential incremental shares 
 540,586,848  
 1,338,876,599 

 
NOTE
6 – TRADE ACCOUNTS RECEIVABLE, NET
SCHEDULE OF TRADE ACCOUNTS RECEIVABLE, NET 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Trade accounts receivable 
$420,135  
$344,841 

Allowance for credit losses 
 (139,342) 
 (71,167)

Trade accounts receivable,
    net 
$280,793  
$273,674 

 
Trade
accounts receivable as of March 31, 2024 and 2023 includes amount due from a merchant processor of approximately $280,793 and $10,348, respectively.
The following table reflects the activity in the allowance for credit losses for the periods presented:
SCHEDULE OF ALLOWANCE FOR CREDIT LOSSES
 


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Balance at beginning of fiscal year 
$71,167  
$- 

Provision for credit losses 
 68,175  
 71,167 

Balance at end of fiscal year 
$139,342  
$71,167 

 
NOTE
7 – INVENTORY, NET
 
Inventory
consists of the following:
SCHEDULE
OF INVENTORY 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Finished goods 
$2,878,569  
$2,517,046 

Promotional items 
 5,940  
 - 

Raw materials 
 77,902  
 - 

Allowance for obsolescence 
 (1,643,749) 
 (880,926)

Inventory, net 
$1,318,662  
$1,636,120 

 

52
 

 

The
following table reflects the activity in the allowance for inventory obsolescence for the periods presented:
SCHEDULE
OF ALLOWANCE FOR INVENTORY OBSOLESCENCE
 


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Balance at beginning of fiscal year 
$880,926  
$108,055 

Provision for estimated obsolescence 
 778,445  
 1,788,999 

Write-offs  
 (15,622) 
 (1,016,128)

Balance at end of fiscal year 
$1,643,749  
$880,926 

 
NOTE
8 – OTHER CURRENT ASSETS, NET
 
Other
current assets consist of the following:
SCHEDULE
OF OTHER CURRENT ASSETS
 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Inventory-related deposits 
$252,867  
$288,649 

Accounts receivable, related parties 
 -  
 167,578 

Prepaid insurance and other operational expenses 
 31,598  
 105,652 

Deposits for sales events 
 23,850  
 120,614 

Right to recover asset 
 -  
 20,975 

Subtotal 
 308,315  
 703,468 

Allowance for losses 
 (175,641) 
 (175,641)

Other current assets 
$132,674  
$527,827 

 
Prepaid
insurance and other operational expenses consist of payments for goods and services (such as freight, trade show expenses and insurance
premiums) which are expected to be realized in the next operating cycle.
 
Right
to recover asset is associated with our customers’ right of return and is expected to be realized in one year or less.
 
As
of March 31, 2024 and 2023, the allowance for losses in connection with certain inventory-related deposits for which recoverability is
less than certain was approximately $176,000.
 
NOTE
9 – PROPERTY AND EQUIPMENT, NET
 
Property
and equipment consist of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT
 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Building and building improvements 
$-  
$8,952,555 

Computer software 
 1,024,274  
 1,024,274 

Furniture and fixtures 
 285,732  
 237,042 

Computer equipment 
 220,264  
 220,264 

Leasehold improvements and other 
 399,306  
 394,306 

Total property and equipment 
 1,929,576  
 10,828,441 

Accumulated depreciation and amortization 
 (1,689,633) 
 (1,558,248)

Property and equipment,
    net 
$239,943  
$9,270,193 

 
Depreciation
and amortization expense in connection with the Company’s property and equipment for the fiscal year ended March 31, 2024 and 2023
was $427,422 and $583,369, respectively.
 
In
December 2021, the Company, through its subsidiary, Linden Real Estate Holdings LLC, purchased a commercial building in Lindon, Utah
for $8,942,640, including $3,675,000 allocated to land. The capitalized costs include legal and other professional fees incurred directly
in connection with the purchase of the property. On June 15, 2022, the Company and American Pacific Bancorp, Inc. (“APB”)
entered a Loan Agreement pursuant to which APB loaned to the Company approximately $5.7 million. The loan was secured by a first mortgage
interest on the Lindon, Utah building. Effective June 30, 2023, the Company and DSSI entered into an Assignment of Limited Liability
Company Interests agreement pursuant to which: (a) DSSI assumed approximately $7.24 million in SHRG liabilities secured by certain Commercial
Real Estate, (b) DSSI credited SHRG approximately $240,000 towards amounts owed under the 2022 Note (the “$27.0 million loan”),
and (c) DSSI acquired ownership of Linden Real Estate Holdings LLC, with its sole asset being a commercial building located in Lindon,
Utah, subject to the assumed indebtedness.

 

53
 

 

NOTE
10 – INVESTMENT IN UNCONSOLIDATED ENTITIES, NET
 
In
September 2021, the Company, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered
into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company invested $1.4 million in Stemtech in exchange
for: (a) a Convertible Promissory Note in the amount of $1.4 million in favor of the Company (the “Convertible Note”) and
(b) a detachable Warrant to purchase shares of GNTW common stock (the “GNTW Warrant”). Stemtech is a subsidiary of GNTW.
As an inducement to enter into the SPA, GNTW agreed to pay to the Company an origination fee of $500,000, payable in shares of GNTW’s
common stock. The Convertible Note matures on September 9, 2024, bears interest at the annual rate of 10%, and is convertible, at the
option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the closing price per share of
GNTW’s common stock during the 30-day period ended September 19, 2021. The GNTW Warrant expires on September 13, 2024 and conveys
the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated based on the closing price
per share of GTNW’s common stock during the 10-day period ended September 13, 2021. In September 2021, GNTW issued to the Company
154,173 shares of its common stock, or less than 1% of the shares of GNTW then issued and outstanding, in payment of the origination
fee. In November 2021, Globe Net Wireless Corp. changed its corporate name to Stemtech Corporation. In connection therewith, the investee’s
common stock is now traded under the symbol “STEK”.
 
The
Company carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance
with U.S. GAAP. During the fiscal year end March 31, 2023, the Company recognized unrealized losses, before income tax, of approximately
$4.9 million in connection with its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock.
 
Effective
June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note
Allonge document, DSSI purchased from SHRG the Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights
in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI paid
the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership
of the $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech
that SHRG may have held. As of September 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.
 
In
September 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company acquired a 30.75% equity
interest in MojiLife, a limited liability company organized in the State of Utah, in exchange for $1,537,000. MojiLife is a distributor
of technology-based consumer products, such as cordless scent diffusers, for the home and the car, as well as proprietary home cleaning
products and accessories. On October 1, 2023, MojiLife and its principals Darin Davis and Kimberlee Davis (collectively the “Seller”)
and Moji Life International, Inc., a Nevada corporation (the “Purchaser”), a wholly-owned subsidiary of the Company (collectively
the “Parties”) entered into an Asset Purchase Agreement (the “MojiLife Asset Purchase Agreement”). Pursuant to
the MojiLife Asset Purchase Agreement, the Purchaser purchased the Seller’s real and personal property including, machinery and
equipment, intellectual property, trade names, patents, marketing strategies and materials, all product formulas, all saleable inventory,
the Seller’s organization database of distributors and customers, and assumed certain liabilities of the Seller.
 
In
connection with the MojiLife Asset Purchase Agreement, on October 1, 2023, the Purchaser and SHRG Development Ventures, LLC (“SHRGDV”),
an affiliate of the Purchaser and subsidiary of the Company also entered into an Exchange Agreement whereby SHRDV relinquished and surrendered
its 30.75% LLC unit ownership interest in Seller.
 

54
 


 
On
a quarterly basis, the Company evaluates the recoverability of its investments and reviews current economic trends to determine the adequacy
of its allowance for impairment losses based on each investee financial performance data and other relevant information. An estimate
for impairment losses is recognized when recovery in full of the Company’s investment is no longer probable. Investment balances
are written off against the allowance after the potential for recovery is considered remote.
 
Investment
in unconsolidated entities consists of the following:
SCHEDULE
OF INVESTMENT IN UNCONSOLIDATED ENTITIES 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Investment in detachable GNTW stock warrant 
$-  
$143,641 

Investment in GNTW common stock 
 -  
 18,300 

Investment in Stemtech convertible note 
 -  
 44,290 

Investment in MojiLife 
 -  
 1,537,000 

Subtotal 
 -  
 1,743,231 

Allowance for impairment losses 
 -  
 (1,537,000)

Investments 
$-  
$206,231 

 
On
a quarterly basis, the Company evaluates the recoverability of its investments and reviews current economic trends to determine the adequacy
of its allowance for impairment losses based on each investee financial performance data and other relevant information. An estimate
for impairment losses is recognized when recovery in fill of the Company’s investment is no longer probable. Investment balances
are written off against the allowance after the potential for recovery is considered remote.
 
The
following table reflects the activity in the allowance for impairment losses for the periods presented:
SCHEDULE
OF NOTES PAYABLE 


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Balance at beginning of fiscal year 
$1,537,000  
$1,537,000 

Write-off 
 (1,537,000) 
 - 

Balance at end of fiscal year 
$-  
$1,537,000 

 
NOTE
11 – NOTES PAYABLE, RELATED PARTY
 
Notes
payables consist of the following:
SCHEDULE
OF NOTE PAYABLE RELATED PARTY 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

APB Loan 
$-  
$5,594,253 

APB Revolving Note 
 -  
 1,530,569 

Unamortized discount and deferred financing costs 
 -  
 (202,779)

Note
    payable to related party, net 
$-  
$6,922,043 

 
On
June 15, 2022, the Company, through one of its subsidiaries, Linden Real Estate Holdings LLC (“SHRG Subsidiary”), entered
into a secured real estate promissory note with American Pacific Bancorp, Inc. (“APB”), pursuant to which APB loaned the
Company approximately $5.7 million (the “APB Loan”). The APB Loan would mature on June 1, 2024, bore interest at the annual
rate of 8%, with interest payable in equal monthly installments of $43,897 commencing on July 1, 2022 (with the remainder due on June
1, 2024). The loan was secured by a first mortgage interest on the Company’s Lindon, Utah office building. In connection with this
loan, the Company received net proceeds of $5,522,829 from APB on June 17, 2022. APB is a subsidiary of DSS. The Company paid $418,323
in principal and interest related to the loan for the twelve months ended March 31, 2023.
 

55
 


 
On
August 11, 2022, the Company executed a revolving credit promissory note with APB (“the APB Revolving Note”) pursuant to
which the Company had access to advances with a maximum principal balance not to exceed the principal sum of $10 million. The APB Revolving
Note included origination fees of $600,000. The APB Revolving Note was collateralized by the assets of the Company, and it bore interest
at the annual rate of 8%. On December 9, 2022, APB and the Company mutually agreed to limit and/or end any further commitment by APB
to fund or to readvance under the terms of the APB Revolving Note to $6.0 million. As of March 31, 2023, the Company had $1.5 million
outstanding under the APB Revolving Note and accrued interest of $54,384.
 
Effective
June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, Decentralized Sharing Systems,
Inc. (“DSSI”) purchased the SHRG Subsidiary with the financial terms generally summarized as follows: (a) DSSI assumed approximately
$7.24 million in SHRG liabilities (namely, all amounts due under the APB Loan and the APB Revolving Note), (b) DSSI credited SHRG approximately
$240,000 towards amounts owned under the 2022 Note (the “$27.0 million loan”), and (c) DSSI acquired ownership of Linden
Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject to the
assumed indebtedness.

 
NOTE
12 – ACCRUED AND OTHER CURRENT LIABILITIES
 
Accrued
and other current liabilities consist of the following:
SCHEDULE
OF ACCRUED AND OTHER CURRENT LIABILITIES 


  
2024  
2023 

  
As of March 31, 

  
2024  
2023 

Deferred sales revenues 
$162,207  
$246,811 

Liability associated with uncertain tax positions 
 925,786  
 925,795 

Accrued interest payable 
 5,833  
 536,123 

Payroll and employee benefits 
 206,426  
 329,762 

Lease liability, current portion 
 21,909  
 41,385 

Other accruals 
 1,289,790  
 552,894 

Accrued and other current
    liabilities 
$2,611,951  
$2,632,770 

 
Lease
liability, current portion, represents obligations due withing one year under operating leases for office space, automobiles, and office
equipment. Other accruals include primarily operational accruals.

 
NOTE
13 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY
 
Convertible
notes payable consists of the following:
 SCHEDULE
OF CONVERTIBLE NOTES PAYABLE


Issuance Date 
Date  
Rate  
(per share)  
2024  
2023 

  
Maturity  
Interest  
Conversion Price  
As of March 31, 

Issuance Date 
Date  
Rate  
(per share)  
2024  
2023 

June 2022 
June 2024  
 8% 
 N/A  
$-  
$27,000,000 

January 2024 
July 2024   
 10% 
 See Note  
 250,000  
 - 

March 2024 
March 2027  
 6% 
$0.0012  
 250,000  
 - 

Total convertible notes payable 
   
    
    
 500,000  
 27,000,000 

Unamortized debt discount and deferred financing costs 
   
    
    
 - 
 (2,172,914)

Change in fair value of embedded derivatives 
   
    
    
 87,303  
 - 

Subtotal 
   
    
    
 587,303  
 24,827,086 

Less: current portion of convertible notes payable 
   
    
    
 262,782  
 24,827,086 

Long-term convertible notes payable 
   
    
    
$324,521  
$- 

 
Note:
The price for conversion of Principal Amount into shares of Common Stock shall be the average closing market price within last three
trading days of the Common Stock form the date of Conversion Notice.
 

56
 

 

On
April 5, 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which the Company issued: (a) a Convertible
Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase
up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, and DSSI loaned to the Company $30.0 million.
DSSI, is a subsidiary of DSS, Inc. (“DSS”), and, together with DSS, is a shareholder of the Company. Under the terms of the
Note, the Company agreed to pay to DSSI a loan Origination Fee of $3.0 million, payable in shares of the Company’s Class A Common
Stock, at the rate of $0.20 per share. The Note bore interest at the annual rate of 8%, with a maturity date of April 5, 2024, subject
to certain accelerated provisions upon the occurrence of an Event of Default, as was defined in the Note. At any time during the term
of the Note, all or part of the Note, including the principal amount less unamortized prepaid interest, if any, plus any accrued interest
could have been converted into shares of the Company’s Class A Common Stock at the rate of $0.20 per share, at the option of the
holder. Interest on the Note was pre-payable annually in cash or in shares of the Company’s Class A Common Stock, at the option
of the Company, except that interest for the first year was pre-payable in shares of the Company’s Class A Common Stock, at the
rate of $0.20 per share. As further discussed below, the Note and the detachable Warrant were redeemed in June 2022.
 
On
June 15, 2022, the Company and DSSI which, together with DSS, a major shareholder of the Company, entered into an agreement pursuant
to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million
(the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s
Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note bore interest at the annual rate of 8%, was due and payable
on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into
up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement,
the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s
rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April
2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common
Stock, at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt
extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity
instruments and the carrying value of the retired equity instruments was recognized in additional paid in capital on the Company’s
consolidated balance sheet. Since DSSI is a related party, the difference between the fair value of the new equity instruments and the
carrying value of the retired equity instruments was recognized as a capital contribution of $2.0 million within additional paid-in capital
in the Company’s consolidated financial statements.
 
In
March 2023, the Company and DSSI entered into a Securities Exchange and Amendment Agreement pursuant to which the parties agreed to amend
the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction with DSSI as a debt
extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity
instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend of approximately $10.7 million
on the Company’s consolidated financial statements.
 
Effective
June 30, 2023, the Company and DSSI entered into two transactions, involving the sale of certain assets of the Company to DSSI, pursuant
to which DSSI credited, in the aggregate, $641,790 to principal outstanding on the 2022 Note. In addition, effective June 30, 2023, DSSI
also credited, in the aggregate, $546,000 in accrued interest due on the 2022 Note in connection with transactions involving the sale
of certain assets to DSSI.
 
On
August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $27 million loan and accepted 26,000
shares of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Preferred D Stock”) in exchange for
the cancellation of the $27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest,
totaling $26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate
of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August
31, 2024 and continuing each annual anniversary of such date on a perpetual basis.
 

57
 


 
On
January 17, 2024, the Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”)
and a shareholder of the Company. The convertible promissory note (“Alset Note”) bears a 10% interest per annum and had an
origination fee of $25,000 which is payable in cash or convertible into common shares of the Company at the option of Alset. The note
and related accrued interest shall be due and payable in full on the earliest of (i) six months from the date of issuance; (ii) the acceleration of the
Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has
delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company’s successful listing on The Nasdaq
Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding
principal amount, without incurring penalties, additional interest, or other fees or charges.
 
On
March 18, 2024, the Company entered into a securities purchase agreement with HWH International Inc., a Delaware corporation
(“HWH”) whereby the Company issued to HWH (i) a convertible promissory note in an aggregate principal amount of $250,000.00
which shall be convertible into 208,333,333
shares of the Company’s common stock at the option of HWH and (ii) a common stock purchase warrant agreement which shall be
exercisable into up to 208,333,333
shares of the Company’s common stock for an aggregate purchase price of $250,000. The convertible promissory note (the “HWH Note”) bears a 6%
interest per annum and had a commitment fee of $15,000.
The note, together with any accrued interest reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be
repaid in cash and/or convert into shares of common stock of the Company at a conversion rate of $0.0012
per share; and it shall be due and payable in full on the earliest of: (i) the third anniversary of the note; (ii) the acceleration
of the note upon the occurrence of an event of default (as defined in the note); or (iii) on the fifth business day after HWH has
delivered to the Company a written demand for payment of this Note. The Company may, at its option, at any time during the term of
the HWH Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or
other fees or charges. The purchase price of one share of common stock of the Company under this warrant shall be equal to $0.0012.
The exercise period for each warrant will be five years from the date of this warrant.
 
During
the fiscal year ended March 31, 2024, and 2023, interest expense associated with the Company’s convertible notes was approximately
$0.2 million and $2.2 million, excluding amortization of debt discounts and deferred financing fees of approximately $2.0 million and
$10.0 million, respectively. These amounts are included in interest expense, net, in our consolidated statements of operations.

 
NOTE
14 – LEASES
 
The
Company leases space for its corporate headquarters, warehouse space, automobiles, and office and other equipment, under lease agreements
classified as operating leases. The Company has remaining lease terms of approximately 1 to 10 years on the remaining Leases. Leases
with an initial term in excess of 12 months are recognized on the consolidated balance sheet based on the present value of future lease
payments over the defined lease term at the lease commencement date. Future lease payments were discounted using an implicit rate of
10% to 12% in connection with most leases.

 
The
following information pertains to the Company’s leases as of the balance sheet dates indicated:
 SCHEDULE
OF OPERATING LEASE ASSETS AND LIABILITIES


Assets 
Classification 
2024  
2023 

  
  
As of March 31, 

Assets 
Classification 
2024  
2023 

Operating leases 
Right-of-use assets, net 
$403,107  
$448,240 

Total lease assets 
  
$403,107  
$448,240 

  
  
    
   

Liabilities 
  
    
   

Operating leases 
Accrued and other current liabilities 
$21,909  
$41,385 

Operating leases 
Lease liability, long-term 
 416,277  
 440,478 

Total lease liabilities 
  
$438,186  
$481,863 

 

58
 

 

Expense
pertaining to the Company’s leases for the periods indicated is as follows:
 SCHEDULE
OF OPERATING LEASE COSTS


Lease cost 
Classification 
2024  
2023 

  
  
Fiscal Year Ended March 31, 

Lease cost 
Classification 
2024  
2023 

Operating lease cost 
General and administrative expenses 
$112,413  
$303,157 

Operating lease cost 
Depreciation and amortization 
 -  
 - 

Operating lease cost 
Interest expense, net 
 -  
 - 

Total lease cost 
  
$112,413  
$303,157 

 
The
Company’s lease liabilities are payable as follows:
 SCHEDULE OF OPERATING LEASE LIABILITY PAYABLE


Twelve months ending March 31, 
Amount 

2024 
$21,909 

2025 
 50,726 

2026 
 103,536 

2027 
 106,316 

2028 
 109,095 

Thereafter 
 197,345 

Total remaining payments 
 588,927 

Less imputed interest 
 (150,741)

Total lease liability 
$438,186 

 
NOTE
15 – INCOME TAXES
 
The
Company’s provision for (benefit from) income taxes is as follows:
 SCHEDULE
OF PROVISION FOR INCOME TAXES


  
 2024  
 2023 

  
 Fiscal Year Ended March 31, 

  
 2024  
 2023 

Current: 
    
   

Federal 
$-  
$- 

State and local 
 -  
 - 

Foreign 
 -  
 - 

Total current 
 -  
 - 

Deferred: 
    
   

Federal 
 -  
 - 

State and local 
 -  
 - 

Foreign 
 -  
 - 

Total deferred 
 -  
 - 

Total consolidated income tax benefit 
$-  
$- 

 
Our
consolidated effective income tax rate reconciliation is as follows:
 SCHEDULE
OF INCOME TAX RATE RECONCILIATION RATE


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Federal statutory rate 
 21.0% 
 21.0%

State and local income taxes 
 -  
 - 

Change in valuation allowance for NOL carry-forwards 
 (21.0) 
 (21.0)

Stock warrant transactions and other items 
 -  
 - 

Effective income tax rate 
 -% 
 -%

 

59
 


 
Our
deferred tax asset (liability) is as follows:
 SCHEDULE
OF DEFERRED TAX ASSET LIABILITY


Deferred tax assets: 
2024  
2023 

  
As of March 31, 

Deferred tax assets: 
2024  
2023 

Share-based compensation 
$-  
$928,525 

Accruals and reserves not currently deductible 
 2  
 2 

Impairment of investments and inventory 
 707,699  
 661,050 

Other 
 99,294  
 215,542 

Total deferred tax assets 
 806,995  
 1,805,119 

Less: valuation allowance 
 (806,995) 
 (1,805,119)

Total deferred tax assets, net 
$-  
$- 

 
During
the fiscal year ended March 31, 2024 and 2023, the Company recognized a valuation allowance of approximately $.8 million and $1.8
million, respectively, connection with certain deferred tax assets because of significant uncertainty about the Company’s ability
to generate sufficient earnings in the foreseeable future to realize such assets. During the fiscal year ended March 31, 2024 and 2023,
the Company recognized, in the aggregate, $0 and $163,192, respectively, in deferred income tax benefits in connection with certain
foreign start-up operations. In addition, during the fiscal year ended March 31, 2024, and 2023, the Company recognized a valuation allowance
of $0 and $163,192, respectively, in connection with the associated deferred tax assets because these start-up operations do not
yet have a history of profits.
 
The
Company has adopted the comprehensive model for how an entity should recognize, measure, present, and disclose in its financial statements
uncertain tax positions that it has taken or expects to take on a tax return, consistent with ASC 740. Accordingly, the Company recognizes
the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position.
The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that
has a greater than fifty percent likelihood of being realized upon ultimate settlement. For the fiscal year ended March 31, 2024 and
2023, the Company had recognized a liability of $0 and $3,809, respectively, related to uncertain income tax positions, which is
reported in other current liabilities. As of March 31, 2024 and 2023, the Company had unrecognized tax benefits of $925,786 and $925,786,
respectively, that, if recognized, would impact the Company’s effective tax rate.
 
A
reconciliation of the Company’s unrecognized tax benefits for the years indicated is as follows:
 SCHEDULE
OF UNRECOGNIZED TAX BENEFITS


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Balance at beginning of fiscal year 
$925,786  
$921,977 

Additions for tax positions related to the current year 
    
 3,809 

Balance at end of fiscal year 
$925,786  
$925,786 

 
The
company recognizes interest and/or penalties related to uncertain tax positions in current income tax provision. For the year ended March
31, 2024, and 2023, the Company did not recognize and interest and penalties. Although it is not reasonably possible to estimate the
amount by which unrecognized tax benefits may increase or decrease in the next twelve months due to uncertainties regarding timing and
outcome of any examinations, the Company is evaluating alternatives that may impact the recognition of uncertain tax positions in the
next twelve months.
 
The
Company files consolidated federal income tax returns in the United States and files income tax returns in various state and foreign
jurisdictions. As of March 31, 2024, the Company’s income tax returns for the following tax years remained subject to examination:
 SCHEDULE
OF INCOME TAX RETURNS SUBJECT TO EXAMINATION


Tax Jurisdiction 
 Open Years 

United States 
 2018 – 2023 

Republic of Korea 
 2023 

Other Countries 
 N/A  

 

60
 


 
NOTE
16 – RELATED PARTY TRANSACTIONS
 
Alset
Inc.
 
On
January 17, 2024, the Company executed a convertible promissory note for $250,000 with Alset Inc, a Texas corporation (“Alset”)
and a shareholder of the Company. The convertible promissory note (“Alset Note”) bears a 10% interest per annum and had an
origination fee of $25,000 which is payable in cash or convertible into common shares of the Company at the option of Alset. The note
and related accrued interest shall be due and payable in full on the earliest of (i) six months from the date of issuance; (ii) the acceleration of the
Alset Note upon an occurrence of an event of default (as defined in the Alset Note); (iii) the third business day after the holder has
delivered the Company a written demand for payment of the Alset Note; or (iv) upon the Company’s successful listing on The Nasdaq
Stock Market LLC. Alset may, at its option, at any time during the term of the Alset Note, redeem a portion or all amounts of outstanding
principal amount, without incurring penalties, additional interest, or other fees or charges.
 
HWH
International Inc.
 
On March 18, 2024, the Company entered into a securities purchase agreement
with HWH International Inc., a Delaware corporation (“HWH”) whereby the Company issued to HWH (i) a convertible promissory
note in an aggregate principal amount of $250,000.00 which shall be convertible into 208,333,333 shares of the Company’s common
stock at the option of HWH and (ii) a common stock purchase warrant agreement which shall be exercisable into up to 208,333,333 shares
of the Company’s common stock for an aggregate purchase price of $250,000. The convertible promissory note (the “HWH Note”) bears a 6% interest
per annum and had a commitment fee of $15,000. The note, together with any accrued interest reduced by any unamortized prepaid interest
shall, at the discretion of HWH, either be repaid in cash and/or convert into shares of common stock of the Company at a conversion rate
of $0.0012 per share; and it shall be due and payable in full on the earliest of: (i) the third anniversary of the note; (ii) the acceleration
of the note upon the occurrence of an event of default (as defined in the note); or (iii) on the fifth business day after HWH has delivered
to the Company a written demand for payment of this Note. The Company may, at its option, at any time during the term of the HWH Note,
redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges.
The purchase price of one share of common stock of the Company under this warrant shall be equal to $0.0012. The exercise period for
each warrant will be five years from the date of this warrant. On June 19, 2024, the Company and HWH executed an amended to revise the conversion rate from $0.0001 to $0.002.
 
Mr.
Chan, the Company’s chairman is the executive chairman and a director of HWH; Mr. Thatch, the Company’s chief executive officer
(CEO) is the CEO of HWH.

 
Decentralized
Sharing Systems, Inc.
 
In
April 2021, the Company and DSSI entered into a Securities Purchase Agreement, pursuant to which DSSI granted a $30.0 million loan to
the Company in exchange for: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor
of DSSI, and (b) a detachable Stock Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22
per share. At any time during the term of the Note, all or part of the Note, including the principal amount less unamortized prepaid
interest, if any, plus any accrued interest can be converted into shares of the Company’s Class A Common Stock at the rate of $0.20
per share, at the option of the holder. Under the terms of the loan agreement, the Company agreed to pay to DSSI a loan origination fee
of $3.0 million, payable in shares of the Company’s Class A Common Stock, with the number of shares to be calculated at the rate
of $0.20 per share. In April 2021, Sharing Services issued 27.0 million shares of its Class A Common Stock to DSSI, including 15.0 million
shares in payment of the loan origination fee and 12.0 million shares in prepayment of interest on a loan for the first year.
 
In
January 2022, the Company and DSS who, together with its subsidiaries, entered into a one-year Business Consulting Agreement (the
“Consulting Agreement”) pursuant to which the DSS will provide to the Company certain consulting services, as defined in
the Consulting Agreement. The Consulting Agreement may be terminated by either party on a 60-day’s written notice. In
connection with the Consulting Agreement, the Company agreed to pay DSS and flat monthly fee of sixty thousand dollars ($60,000)
and DSS received a fully vested detachable Stock Warrant to purchase up to 50.0
million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001
per share. On the effective date of the Consulting Agreement, the closing price of the Company’s common stock was $0.07
per share and the fair value of the Stock Warrant was $3.5
million. The fair value of the Stock Warrant is being recognized as consulting expense over the term of one year. During the fiscal
year ended March 31, 2023 and 2022, the Company recognized consulting expense of approximately $3.5
million and $0.8
million, respectively, in connection with the Consulting Agreement. No service was recognized during the fiscal year ended March 31,
2024. In February 2022, the Company issued 50.0
million shares of its Common Stock Class A to DSS in connection with exercise of the Stock Warrant. As of March 31, 2023, the
prepaid consulting expense of $2.9
million was fully amortized on the Company’s consolidated financial statements.
 
On
June 15, 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the
Company issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of
DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”),
at $0.033 per share, in exchange for the $27.0 million. The 2022 Note bears interest at the annual rate of 8% and is due and payable
on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into
up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. In connection with the loan, the Company
agreed to pay to DSSI a loan Origination Fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights
pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in
favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock,
at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt extinguishment
in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity instruments and
the carrying value of the retired equity instruments was recognized as a capital contribution within additional paid-in capital in the
Company’s consolidated financial statements.
 
On
February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant
to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December
31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common
Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.
 
On
February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual
settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the
Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment
to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000 owed to DSS.
 

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On
March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”) pursuant
to which the parties agreed to: (1) exchange and surrender of the Assigned 60 million Warrants in exchange for 693,194 shares of the
Company’s Class A common stock; (2) exchange and surrender the Service Warrants of 818,181,819 warrants for 9,452,647 shares of
the Company’s Class A common stock; (3) exchange and surrender the DSSI Warrants; and (4) amend the 2022 Note by removing all conversion
rights granted by the 2022 Note in exchange for 14,854,159 shares of the Company’s Class A common stock. The Company issued 25,000,000
shares of the Company’s Class A Common Stock in full satisfaction, exchange and payment for the exchanges and amendments set forth
in the Agreement. The Company recognized the transaction with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI
is a related party, the difference between the fair value of the new equity instruments and the carrying value of the retired equity
instruments was recognized as a deemed dividend on the Company’s consolidated financial statements.
 
On
April 17, 2023, the Company and DSSI mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”)
to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance
with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 shares of the Company’s Common Stock, at a price
per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including
March 31, 2023, in the amount of $540,000 owed to DSSI.
 
On
May 4, 2023, DSS and DSSI distributed, in the aggregate, 280,528,500 shares of SHRG they then held to DSS, Inc. shareholders in connection
with the Form S-1 (file no. 333-271184) initially filed with the Securities and Exchange Commission on April 7, 2023, and declared effective
on April 25, 2023. Accordingly, after the distribution, DSS ceased to be a majority shareholder of the Company.
 
Effective
June 30, 2023, subject to the terms of a certain Loan Purchase Contract, Assignment of Note and Liens and Other Loan Documents, and Note
Allonge document, DSSI purchased from SHRG a Stemtech promissory note in the amount of $1.4 million, along with all SHRG’s rights
in any Stemtech warrants, for a purchase price of $1.1 million, with the financial terms generally summarized as follows: (a) DSSI pays
the $1.1 million purchase price by crediting the $27.0 million loan, first to interest and then to principal, and (b) DSSI acquired ownership
of certain $1.4 million promissory note payable by Stemtech, free and clear of any liens, and any equity or warrant interest in the Stemtech
that SHRG may have held. As of June 30, 2023, as a result of the transaction, the Company no longer has an investment in Stemtech.
 
On
July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement, pursuant to which the Company purchased 1,000 shares
of common stock, par value $0.001 per share, (the “Shares”) representing all of the issued and outstanding shares of common
stock of HWH World, Inc., a Texas corporation (“HWHW”). The Company purchased the Shares for a consideration of (i) $10 paid
immediately in cash, and (ii) up to $711,300 payable from the gross proceeds generated from the sale of HWHW’s inventory, payable
quarterly, and as described in detail in the Securities Purchase Agreement.
 
Effective
July 1, 2023, the Company and DSSI cancelled the previously executed Securities Purchase Agreement related to HWHW and replaced it with
an Asset Purchase Agreement whereby the Company agreed to purchase the inventory of HWHW as of June 30, 2023 and assumed certain account
payable of HWHW as of June 30, 2023. Pursuant to the Asset Purchase Agreement, the Company agreed to pay DSSI a maximum of $757,641.98
from gross proceeds generated from the sale of HWHW inventory.
 
Effective
July 31, 2023, the Company and HWHW also entered into an Exclusive Intellectual Property License Agreement (the “IP Agreement”).
Pursuant to the IP Agreement, HWHW granted the Company an exclusive, non-transferable worldwide license to use HWHW’s intellectual
property (the “IP”) as set forth in the IP Agreement. The purchase price from the Company to HWHW for the IP was (i) $10.00
paid in cash and (ii) 1% of the gross sales price of all new products made and sold, outside of the existing inventory conveyed under
the terms of the Asset Purchase Agreement, which commenced on November 1, 2023. The IP Agreement terminates on November 1, 2033.

 
On
July 1, 2023, the Company and DSSI, entered into a Securities Purchase Agreement (“HWHH SPA”), pursuant to which the Company
purchased 1,000 shares of common stock, par value $0.001 per share, (the “HWHH Shares”) representing all of the issued and
outstanding shares of common stock of HWH Holdings, Inc., a Texas corporation (“HWHH”). The Company purchased the HWHH Shares
for a consideration of (i) $10.00 paid immediately in cash, and (ii) up to $1,210,224 payable from the gross proceeds generated from
the sale of HWHH’s inventory, payable quarterly, and as described in detail in the Securities Purchase Agreement.
 

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Effective
July 1, 2023, the Company, DSSI and Ascend Management Pte, a Singaporean private limited company (“Ascend Management”) executed
an Assignment and Assumption Agreement whereby Ascend Management purchased 1,000 shares of common stock, par value $0.01 per share, of
HWHH, representing all of the issued and outstanding shares of capital stock of HWHH, pursuant to that certain Securities Purchase Agreement
made as of July 1, 2023 by and between DSSI and the Company. In connection with the Assignment and Assumption Agreement, the Company
and HWHH entered into a business consulting agreement to assist in the management of the business of HWHH.
 
On
January 31, 2024, DSSI and Ascend Management executed an agreement whereby the obligations under the HWHH SPA were deemed fully complied
with and that Ascend Management has been fully released and discharged from all liabilities, obligations, claims and demands whatsoever
arising out of or in connection with the HWHH SPA and in respect of anything done or omitted to be done under or in connection with the
HWHH SPA.
 
On
August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $27 million loan and accepted 26,000
shares of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Preferred D Stock”) in exchange for
the cancellation of the $27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest,
totaling $26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate
of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August
31, 2024 and continuing each annual anniversary of such date on a perpetual basis.
 
Hapi
Café, Inc.
 
In
November 2021, Sharing Services and Hapi Café, Inc, a company affiliated with Heng Fai Ambrose Chan, a Director of the Company,
entered into a Master Franchise Agreement pursuant to which Sharing Services acquired the exclusive franchise rights in North America
to the brand “Hapi Café.” Under the terms, Sharing Services, directly or through its subsidiaries, has the right to
operate no less than five (5) corporate-owned stores and can offer to the public sub-franchise rights to own and operate other stores,
subject to the terms and conditions contained in the Master Franchise Agreement.
 
American
Pacific Bancorp, Inc., currently known as American Pacific Financial, Inc.
 
On
June 15, 2022, Sharing Services, through one of its subsidiaries, entered into a secured real estate promissory note with American
Pacific Bancorp, Inc. (“APB”), and the Company entered into a Loan Agreement pursuant to which APB loaned the Company approximately
$5.7 million. The loan bore interest at the annual rate of 8%, would mature on September 1, 2024, was payable in equal monthly instalments
of $43,897 commencing on July 1, 2022 (with the remainder due on September 1, 2024). The loan was secured by a first mortgage interest
on the Company’s Lindon, Utah office building. In connection with this loan, the Company received net proceeds of $5,522,829 from
APB on June 17, 2022. APB is a subsidiary of DSS.
 
On
August 11, 2022, the Company executed a revolving credit promissory note with APB pursuant to which the Company has access to advances
with a maximum principal balance not to exceed the principal sum of $10.0 million. The APB Revolving Note is collateralized by the assets
of the Company, and it bears interest at the annual rate of 8% and such interest shall be due and payable quarterly as it accrues on
the outstanding balance. On December 9, 2022, APB and the Company mutually agreed to limit and/or end any further commitment by APB to
fund or to readvance under the terms of the APB Revolving Note to $6.0 million.
 
As
discussed above, effective June 30, 2023 subject to the terms of an Assignment of Limited Liability Company Interests agreement, DSSI
purchased the SHRG subsidiary, Linden Real Estate Holdings LLC, with the financial terms generally summarized as follows: (a) DSSI assumed
approximately $7.24 million in SHRG liabilities (namely, all amounts due under the APB Loan and the APB Revolving Note), (b) DSSI credited
SHRG $239,790 towards accrued interest payable under the 2022 Note (the “$27.0 million loan”), and (c) DSSI acquired ownership
of Linden Real Estate Holdings LLC, with its sole asset being a commercial lot and commercial building located in Lindon, Utah, subject
to the assumed indebtedness.
 

63
 


 
HWH
World, Inc.
 
A
subsidiary of the Company operating in the Republic of Korea subleases office space, on a month-to-month basis, from HWH World, Inc.
(“HWH World”), until September 30, 2023, a subsidiary of DSS and a company affiliated with Heng Fai Ambrose Chan, a Director
of the Company. Pursuant to the terms of the sublease agreement, the Company recognized a right-of-use asset and an operating lease liability
in connection therewith. In May 2022, the Company and HWH World amended the related sublease agreement to significantly reduce the space
subleased by the Company and the related rent obligation. On June 30, 2022, the right-of-use asset and liability were written off and
a new month-to-month rental agreement was entered into for the reduced space subleased by the Company. The company recognized approximately
$630 in monthly rent expense in connection with the new lease.
 
Premier
Packaging Corporation
 
In
the fiscal years ended March 31, 2024 and 2023, a wholly owned subsidiary of the Company issued purchase orders to Premier Packaging
Corporation, a subsidiary of DSS, to acquire printed packaging materials for approximately $0 and $108,000, respectively.
 
New
Electric CV Corp. (formerly, American Premium Water Corporation)
 
In
July 2021, the Company and American Premium Water Corporation (“American Premium”) entered into a business consulting agreement
pursuant to which the Company provides consulting services to American Premium in exchange for a monthly fee of $4,166. Mr. John “JT”
Thatch, a director of the Company, also serves on the Board of Directors of American Premium. During the fiscal year ended March 31,
2023, the Company recognized consulting fee income of approximately $50,000. No consulting fee income was recognized in the fiscal year
ended March 31, 2024.
 

NOTE
17 - STOCKHOLDERS’ DEFICIT
 
The
Company’s shareholders had ratified the Third Amended and Restated Articles of Incorporation of the Company and approved the
maximum number of shares which the Corporation now has the authority to issue Two Billion Two Hundred Million (2,200,000,000)
shares, $0.0001
par value per share, of which: (a) Two Billion (2,000,000,000)
Shares of Common Stock having a par value of $0.0001
per share (“Common Stock”) and (b) Two Hundred Million (200,000,000)
Shares of Preferred Stock comprised of Series A, Series C, and Series D having a par value of $0.0001
per share or as authorized (“Preferred Stock”). The Board may divide the authorization into one or more series, each
with distinct powers, designations, preferences, and rights.
 
Preferred
Stock
 
Series
A Convertible Preferred Stock
 
The
Board has authorized the issuance of up to 100,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred
Stock”). Shares of our Series A Preferred Stock are senior in rank to shares of our Series C Preferred Stock. The affirmative vote
of the holders of 86% of the issued and outstanding shares of our Series A Preferred Stock is required for the Board: (i) to declare
dividends upon shares of our Common Stock unless, with respect to cash dividends, the shares of our Series A Preferred Stock are to receive
the same dividend as the common shares, on an as converted basis; (ii) to redeem the shares of our Series A Preferred Stock at a redemption
price of $0.001 per share; (iii) to authorize or issue additional or other capital stock that is junior or equal in rank to shares of
our Series A Preferred Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding
up of the Company; and (iv) to amend, alter, change, or repeal any of the powers, designations, preferences, and rights of our
Series A Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders
of the Series A Preferred Stock are entitled to receive out of the assets of the Company the sum of $0.001 per share before any payment
or distribution shall be made on our shares of Common Stock, or any other class of capital stock ranking junior to the Series A Preferred
Stock. For a period of 10 years from the date of issuance, the holders of the Series A Preferred Stock may elect to convert each share
of the Series A Preferred Stock into one share of the Company’s Common Stock. Each share of our Series A Preferred Stock is entitled
to one vote when voting as a class or together with the shares of our Common Stock.
 

64
 

 

During
the fiscal year ended March 31, 2021, stockholders converted an aggregate of 21,750,000 shares of the Company’s Series A Preferred
Stock into an equal number of shares of the Company’s Common Stock. There were no similar conversions in the fiscal year ended
March 31, 2024 and 2023, respectively.
 
As
of March 31, 2024 and 2023, 3,100,000 shares, respectively, of the Company’s Series A Preferred Stock remain outstanding. The shares
of the Company’s Series A Preferred Stock reported in the Company’s financial statements as of March 31, 2024 and 2023, include
2,900,000 shares purportedly held by Research & Referral BZ, pending cancellation of the stock certificate when presented by Research
& Referral BZ in the future.
 
Series
B Convertible Preferred Stock
 
The
Board has authorized the issuance of up to 10,000,000 shares of Series B Convertible Preferred Stock (the Series B Preferred Stock”).
Issued and outstanding shares of our Series B Preferred Stock, if any, are senior in rank to shares of our Series A and Series C Preferred
Stock. During the fiscal year ended March 31, 2021, all shares of the Company’s Series B Preferred Stock previously issued were
converted into shares of the Company’s Class A Common Stock. As of March 31, 2024, and 2023, no shares of the Company’s Series
B Preferred Stock remain outstanding.
 
Series
C Convertible Preferred Stock
 
The
Board has authorized the issuance of up to 10,000,000 shares of Series C Convertible Preferred Stock (the Series C Preferred Stock”).
Shares of our Series C Preferred Stock are junior in rank to the Series A and Series B Preferred Stock. The affirmative vote of the holders
of 86% of the issued and outstanding shares of our Series C Preferred Stock is required for the Board: (i) to declare dividends upon
shares of our Common Stock unless, with respect to cash dividends, the shares of our Series C Preferred Stock are to receive the same
dividend as the common shares, on an as converted basis; (ii) to redeem the shares of Series C Preferred Stock at a redemption price
of $0.001 per share; (iii) to authorize or issue additional or other capital stock that is junior or equal in rank to our Series C Preferred
Stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company;
and (iv) to amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series C Preferred Stock.
Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series C Preferred
Stock are entitled to receive out of the assets of the Company the sum of $0.001 per share before any payment or distribution shall be
made on our shares of Common Stock, or any other class of capital stock of the Company ranking junior to the Series C Preferred Stock.
For a period of 10 years from the date of issuance, the holders of the Series C Preferred Stock may elect to convert each share of Series
C Preferred Stock into one share of the Company’s Common Stock. Each share of our Series C Preferred Stock is entitled to one vote
when voting as a class or together with shares of our Common Stock.
 
During
the fiscal year ended March 31, 2022, holders of 10,000 shares of the Company’s Series C Preferred Stock converted their holdings
into an equal number of shares of the Company’s Common Stock. As of March 31, 2024, and 2023, respectively 3,220,000 shares of
the Company’s Series C Preferred Stock remain outstanding.
 
Series
D Preferred Stock
 
On
August 31, 2023, the Company and DSSI executed a debt exchange agreement whereby DSSI cancelled the $27 million loan and accepted 26,000
shares of the Company’s Series D Preferred Stock, $0.0001 par value per share (“Preferred D Stock”) in exchange for
the cancellation of the $27.0 million loan. Pursuant to the debt exchange agreement, the principal amount together with all unpaid interest,
totaling $26,169,367 was deemed to be repaid. The holder of Preferred D Stock is entitled to receive dividends in cash valued at a rate
of 25% per annum of the operating income of the Company. Any accrued and unpaid dividends shall be payable in cash commencing on August
31, 2024 and continuing each annual anniversary of such date on a perpetual basis.
 

65
 


 
Common
Stock
 
The
Board has authorized the issuance of up to 1,990,000,000 shares of Class A Common Stock and up to 10,000,000 shares of Class B Common
Stock, each with a par value of $0.0001 per share. Holders of our Common Stock are entitled to dividends, subject to the rights of the
holders of other classes of capital stock outstanding having priority rights with respect to dividends. At the time of this Annual Report,
no shares of the Company’s Class B Common Stock remain outstanding. References to the “Common Stock” throughout this
report include the Company’s Class A Common Stock and Class B Common Stock, unless otherwise indicated or the context otherwise
requires.
 
On
June 15, 2022, the Company and DSSI which, together with DSS, a shareholder of the Company, entered into an agreement pursuant to
which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the
“2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class
A Common Stock at the exercise price of $0.033 per share. The 2022 Note bore interest at the annual rate of 8% and was due and payable
on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note may be converted into
up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement,
the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s
rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April
2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common
Stock, at $0.22 per share, issued concurrently with such $30.0 million note. The Company recognized the transaction with DSSI as a debt
extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the new equity
instruments and the carrying value of the retired equity instruments was recognized as a capital contribution of $2.0 million in additional
paid in capital on the Company’s consolidated balance sheet.
 
On
February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant
to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December
31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common
Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.
 
On
February 28, 2023, the Company and DSSI mutually agreed in a Letter Agreement (the “First DSSI Letter Agreement”) to a mutual
settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the
Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment
to satisfy the accrued and unpaid interest through and including December 31, 2022, in the amount of $552,000 owed to DSSI.
 
On
March 24, 2023, the Company, DSS and DSSI, entered into a Securities Exchange and Amendment Agreement (the “Agreement”).
Pursuant to the Agreement, the parties decided to: 1) exchange and surrender the Assigned Warrants, 2) exchange and surrender the Service
Warrants, 3) exchange and surrender the DSSI Warrants, and 4) amend the 2022 Note by removing all conversion rights granted by the 2022
Note. Under the terms of the Agreement, the Company issued 10,145,841 shares of its Class A Common Stock in connection with the exchange
and surrender of the Assigned Warrants and the Service Warrants. In accordance with GAAP, the Company recognized a deemed dividend of
$213,062 on the Company’s consolidated financial statements. In addition, the Company issued 14,854,159 shares of its Class A Common
Stock in connection with removal of all conversion rights granted by the 2022 Note. The Company recognized the debt modification transaction
as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value of the
new debt instrument and the carrying value of the retired debt instrument was recognized as a deemed dividend of $10.7 million on the
Company’s consolidated financial statements.
 
In
May 2022, the Company and certain of its subsidiaries, on the one hand, and Alchemist, the former officer and certain entities affiliated
with the former officer, on the other hand, entered into a Confidential Settlement Agreement with Mutual Releases (the “May 2022
Settlement Agreement”) pursuant to which the parties amicably settled all claims and disputes among them; (b) the former officer
sold to the Company 26,091,136 shares of the Company’s common stock then under the voting and dispositive control of the former
officer; (c) the Company made a one-time payment of $1,043,645; and (d) the Company and its relevant subsidiaries, on the one hand, and
the former officer and relevant entities affiliated with the former officer, on the other hand, exchanged customary mutual releases of
any prior obligations among them. On May 19, 2022, the closing price for the Company’s common stock was $0.25 per share. In the
fiscal quarter ending June 30, 2022, the Company measured and recognized the repurchase of its common stock at its fair value of $652,278,
derecognized its remaining liability under the Co-Founder’s Agreement, and recognized a recovery of $324,230 in connection with
the previously recognized loss related to the Co-Founder’s Agreement. The Company reported the 26,091,136 shares of the Company’s
common stock in Treasury Stock until the interim period ended June 30, 2023, when it cancelled the stock certificate.
 

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On
April 17, 2023, the Company and DSSI, mutually agreed in a subsequent Letter Agreement (the “Second DSSI Letter Agreement”)
to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023, through and including March 31, 2023. In accordance
with the Second DSSI Letter Agreement, the Company issued 28,877,005 shares of the Company’s Common Stock, at a price per share
of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31,
2023, equal to $539,806 owed to DSSI under the Second DSSI Letter Agreement. The Company’s shares were trading at $0.0180 on April
17, 2023.
 
On
October 30, 2023, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission and
disclosed that a majority of the Company’s stockholders had approved by majority written consent an amendment to the Company’s
articles of incorporation with the Secretary of State of Nevada to effect a Reverse Split (the “Reverse Split”) of the Company’s
Class A Common Stock, par value $0.0001 per share (the “Common Stock”) by a ratio of not less than 700-for-1 and not more
than 1,800-for-1, with the Board of Directors (the “Board”) of the Company having the discretion as to the exact date and
ratio of any Reverse Split to be set at a whole number within the above range.
 
On
December 15, 2023, the Board approved the exact ratio of the Reverse Split at 1,400-for-1. The Company intends on effecting the Reverse
Split for the purpose of enabling a future uplisting of the Company’s Common Stock to a national securities exchange. The Reverse
Split remains subject to approval by the Financial Industry Regulatory Authority (“FINRA”). There is no guarantee that the
Company will be successful in achieving FINRA’s approval or uplisting to a national exchange.
 
As
of March 31, 2024 and 2023, and 347,451,880 shares, respectively, of our Class A Common Stock remained issued and outstanding. As of
March 31, 2024 and 2023, there were no shares of the Company’s Class B Common Stock outstanding.
 

NOTE
18 – STOCK-BASED COMPENSATION
 
Stock
Warrants
 
Stock
Warrants Issued to Related Parties, Directors, Officers, and Employees
 
In
January 2022, the Company and DSS who, together with its subsidiaries, was then a majority shareholder of the Company, entered into a
one-year Business Consulting Agreement (the “Consulting Agreement”) pursuant to which the DSS would provide to the Company
certain consulting services, as defined in the Consulting Agreement. In connection with the Consulting Agreement, the Company agreed
to pay DSS and flat monthly fee of sixty thousand dollars ($60,000) and DSS received a fully vested detachable Stock Warrant to purchase
up to 50.0 million shares of the Company’s Class A Common Stock, at the exercise price of $0.0001 per share. On the effective date
of the Consulting Agreement, the closing price of the Company’s common stock was $0.07 per share and the fair value of the Stock
Warrant was $3.5 million. The fair value of the Stock Warrant is being recognized as consulting expense over the term of one year. During
the fiscal year ended March 31, 2023, and 2022, the Company recognized consulting expense of approximately $3.5 million and $0.8 million,
respectively, in connection with the Consulting Agreement. In February 2023, the Company issued 50.0 million shares of its Common Stock
Class A to DSS in connection with exercise of the Stock Warrant.
 

67
 

 

In
June 2022, the Company and DSSI entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company
issued: (a) a Convertible Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and
(b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock (the “Warrant”),
at $0.033 per share. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares
of the Company’s Class A Common Stock, at the option of the holder. In connection with the SPA, DSSI surrendered to the Company
all DSSI’s rights pursuant to: (a) the Convertible Promissory Note in the principal amount of $30.0 million discussed in the preceding
paragraph, and (b) the detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock discussed
in the preceding paragraph. In March 2023, the parties entered into a Securities Exchange and Amendment Agreement pursuant to which the
parties agreed to amend the 2022 Note by removing the conversion rights granted by the 2022 Note. The Company recognized the transaction
with DSSI as a debt extinguishment in accordance with GAAP. Since DSSI is a related party, the difference between the fair value
of the new equity instruments and the carrying value of the retired equity instruments was recognized as a deemed dividend in the Company’s
financial statements in the fiscal year ended March 31, 2023.
 
In
the fiscal year ended March 31, 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares of the Company’s
Common Stock, at the exercise price of $0.0001 per share, to the Company’s CEO John “JT” Thatch. The fair value of
the warrant on the grant date was $109,780.
 
The
following table summarizes the activity relating to the Company’s stock warrants held by Related Parties (all of which are
fully vested):
 SCHEDULE OF WARRANT ACTIVITY


  
Number of  Warrants  
Weighted Average
Exercise Price  
Weighted Average
Remaining Term 

Outstanding at March 31, 2022 
 210,333,333  
$0.18  
 4.1 

Granted 
 818,181,819  
 0.033  
   

Exercised 
 -  
 -  
 - 

Expired, terminated, or forfeited 
 (1,028,515,152) 
 0.06  
 - 

Outstanding at March 31, 2023 
 -  
$-  
 - 

Granted 
 -  
 -  
 - 

Exercised 
 -  
 -  
 - 

Expired, terminated, or forfeited 
 -  
 -  
 - 

Outstanding at March 31, 2024 
 -  
$-  
 - 

 
In
February 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares of the Company’s Common Stock, at an
exercise price of $0.0001 per share (the “Warrant”), to its Chief Executive Officer in connection with the executive existing
employment agreement. The Warrant expires in February 2028. The fair value of the warrant on the grant date was $109,780.
 
The
following table summarizes the activity relating to the Company’s vested and unvested stock warrants held by Directors, Officers,
and Employees:
 SCHEDULE OF WARRANT ACTIVITY


  
Number of  Warrants  
Weighted Average
Exercise Price  
Weighted Average
Remaining Term 

Outstanding at March 31, 2022 
 19,700,000  
$0.03  
 2.6 

Granted 
 8,444,663  
 0.0001  
 5.0 

Exercised 
 -  
 -  
 - 

Expired or forfeited 
 (4,700,000) 
    
   

Outstanding at March 31, 2023 
 23,444,663  
$0.02  
 2.9 

Less: unvested at March 31, 2023 
 1,875,000  
$0.01  
 1.1 

Vested at March 31, 2023 
 21,569,663  
$0.02  
 3.1 

Granted 
 -  
 -  
 - 

Exercised 
 -  
 -  
 - 

Expired or forfeited 
 -  
 -  
 - 

Vested at March 31, 2024 
 21,569,663  
$0.02  
 3.1 

 

68
 

 

Stock
Warrants Issued to Our Independent Sales Force
 
In
the fiscal year ended March 31, 2021, the Company issued fully vested warrants to purchase up to 4,013,000 shares of its Common Stock
to members of its independent sales force, with a fair value of $1.5 million. The warrants are exercisable for a period ranging from
one to two years from the issuance date, at the exercise price ranging from $0.01 per share to $0.25 per share. In the fiscal year ended
March 31,2022 warrants held by independent distributors to purchase up to 1,507,200 shares and 2,066,600 shares, respectively, of the
Company’s Common Stock expired or were otherwise terminated or forfeited. As of March 31, 2024 and 2023, the warrants held by independent
distributors had all expired and no additional shares were granted.
 
The
following table summarizes the activity relating to the Company’s stock warrants held by members of the Company’s independent
sales force (all of which are fully vested):
 SCHEDULE OF WARRANT ACTIVITY


  
Number of Warrants  
Weighted Average
Exercise Price  
Weighted Average
Remaining Term 

Outstanding at March 31, 2022 
 2,180,000  
$0.02  
 1.2 

Granted 
 -  
    
   

Exercised 
 -  
    
   

Expired or forfeited 
 -  
    
   

Outstanding at March 31,2023 
 2,180,000  
$0.01  
 0.2 

Granted 
 -  
    
   

Exercised 
 -  
    
   

Expired or forfeited 
 -  
    
   

Outstanding at March 31,2024 
 2,180,000  
$0.01  
 0.2 

 
The
following table summarizes additional information relating to all stock warrants outstanding and warrants exercisable as of March 31,
2024: -
  SUMMARY OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS


All Warrants Outstanding  
All Warrants Exercisable 

    
 Weighted  Average  Remaining Contractual  
 Weighted  Average  
    
 Weighted  Average 

 Number of Shares  
 life (in years)  
 Exercise Price  
 Number of Shares  
 Exercise Price 

 208,333,333  
 3.0  
$0.0012  
 208,333,333  
$0.0012 

 208,333,333  
    
    
 208,333,333  
   


 
NOTE
19 - COMMITMENTS AND CONTINGENCIES
 
Legal
Proceedings 
 
The
Company from time to time is involved in various claims and lawsuits incidental to the conduct of its business in the ordinary course.
We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position,
results of operations or cash flows.
 


 
Case
    No. 4:20-cv-00946; Dennis Burback, Ken Eddy and Mark Andersen v. Robert Oblon, Jordan Brock, Jeff Bollinger, Four Oceans Global,
    LLC, Four Oceans Holdings, Inc., Alchemist Holdings, LLC, Elepreneurs U.S., LLC, Elevacity U.S., LLC, Sharing Services Global Corporation,
    Custom Travel Holdings, Inc., and Does 1-5, pending in the United States District Court for the Eastern District of Texas. On
    December 11, 2020, three investors in Four Oceans Global, LLC filed a lawsuit against the Company, its affiliated entities, and other
    persons and entities related to an investment made by the three Plaintiffs in 2015. The Company and its affiliated entities filed
    an answer denying the three investors’ claims. Plaintiffs filed a First Amended Complaint on October 14, 2021. The Company
    and its affiliated entities responded in November 2021 by filing a Motion to Dismiss the claims contained in the Amended Complaint.
    The Motion was granted on July 20, 2022, by Court Order dismissing with prejudice the Company and all affiliated entities from the
    lawsuit. In early August 2022, Plaintiffs on their own motion moved to dismiss all claims against the remaining parties in the case
    to enable the Order of Dismissal to become an appealable, final Order. On September 7, 2022, Plaintiffs filed a Notice of Appeal
    to the United States Court of Appeals for the Fifth Circuit. The Plaintiffs filed their Proposed Sufficient Brief of Appellants with
    the Fifth Circuit on January 2, 2023. The Company filed e a Response Brief on February 22, 2023. The appeal is still pending as of
    March 31, 2024.

 

69
 

 

The
Company maintains certain liability insurance. However, certain costs of defending lawsuits are not covered by or only partially covered
by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover
certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred.
 
The
outcome of litigation is uncertain, and despite management’s view of the merits of any litigation, or the reasonableness of the
Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse
judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was
deemed to be probable, and the loss amount could be reasonably estimated. No provision for legal matters was deemed necessary as of March
31, 2024.

 
NOTE
20 - BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
 
Business
Segments 
 
As
of March 31, 2024, and 2023, the Company, through its subsidiaries, markets and sells its products and services to consumers, through
its independent sales force and proprietary websites, and to its independent distributors. The Company has determined its reportable
segments are: (a) the sale of health and wellness products, and (b) the sale of member-based travel services. The Company’s determination
of its reportable segments is based on how its chief operating decision maker manages the business.
 
The
Company’s segment information is as follows:
 SCHEDULE
OF SEGMENT INFORMATION


  
2024  
2023 

  
Fiscal Year Ended March 31, 

  
2024  
2023 

Net sales 
    
   

Health and wellness products 
$10,671,528  
$15,990,756 

Other 
 206,714  
 111,380 

Total net sales 
$10,878,242  
$16,102,136 

Operating earnings (loss): 
    
   

Segment gross profit: 
    
   

Health and wellness products 
$7,013,426  
$9,192,641 

Other 
 31,839  
 64,029 

Total segment gross profit 
 7,045,265  
 9,256,670 

Selling and marketing expenses 
 4,104,991  
 6,989,660 

General and administrative expenses 
 7,839,639  
 17,081,915 

Consolidated operating loss 
$(4,899,365) 
$(14,814,905)

Total Assets: 
    
   

Health and wellness 
$1,927,213  
$4,961,068 

Corporate 
 4,707,701  
 12,118,647 

Consolidated total assets 
$6,634,914  
$17,079,715 

Payments for property and equipment: 
    
   

Health and wellness 
$-  
$- 

Corporate 
 -  
 1,196,406 

Consolidated payments for property and equipment 
$-  
$1,196,406 

Depreciation and amortization expense: 
    
   

Health and wellness 
$79,883  
$101,733 

Corporate 
 490,712  
 624,933 

Consolidated depreciation and amortization 
$570,595  
$726,666 

 

70
 


 
Geographic
Area Information
 
Our
consolidated net sales, by geographic area, were as follows:
 SCHEDULE
OF CONSOLIDATED NET SALES


Country 
2024  
2023 

  
Fiscal Year Ended March 31, 

Country 
2024  
2023 

United States 
$10,306,213  
$14,699,480 

Canada 
 556,639  
 769,229 

Republic of Korea 
 15,390  
 441,666 

Other 
 -  
 191,761 

Total 
$10,878,242  
$16,102,136 

 
Our
consolidated total assets, by geographic area, were as follows:
 SCHEDULE
CONSOLIDATED TOTAL ASSETS


Country 
2024  
2023 

  
Fiscal Year Ended March 31, 

Country 
2024  
2023 

United States 
$6,219,767  
$15,827,730 

Republic of Korea 
 115,333  
 1,053,773 

Other 
 299,814  
 198,212 

Total 
$6,634,914  
$17,079,715 


 
NOTE
21 - SUBSEQUENT EVENTS
 

On May 9, 2024, the Company entered into a securities
purchase agreement (the “May HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “May
HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The May HWH Note bears interest at 8%
per annum, contains a commitment fee of $20,000, and at the option of HWH, convertible into 208,333,333 shares of Common Stock. The May
HWH Note, together with any accrued interest, reduced by any unamortized prepaid interest shall, at the discretion of HWH, either be repaid
in cash and/or convert into shares of Common Stock of the Company at a conversion rate of $0.002 per share; due and payable in full on
the earliest of: (i) the third anniversary of the May HWH Note; (ii) the acceleration of the May HWH Note upon the occurrence of an event
of default (as defined in the May HWH Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand
for payment of the May HWH Note. The Company may, at its option, at any time during the term of the May HWH Note, redeem a portion or
all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.
 
On June 6, 2024, the Company entered into a securities
purchase agreement (the “June HWH SPA”) with HWH whereby the Company issued to HWH a convertible promissory note (the “June
HWH Note”) in an aggregate principal amount of $250,000, for a purchase price of $250,000. The June HWH Note bears interest at 8%
per annum and contains a commitment fee of $20,000. The June HWH Note, together with any accrued interest, reduced by any unamortized
prepaid interest shall, at the discretion of HWH, either be repaid in cash and/or converted into 2,500,000,000
shares of Common Stock at a conversion rate of $0.0001 per share; due and payable in full on the earliest of: (i) the third anniversary
of the June HWH Note; (ii) the acceleration of the June HWH Note upon the occurrence of an event of default (as defined in the June HWH
Note); or (iii) on the fifth business day after HWH has delivered to the Company a written demand for payment of the June HWH Note. The
Company may, at its option, at any time during the term of the June HWH Note, redeem a portion or all amounts of outstanding principal
amount, without incurring penalties, additional interest, or other fees or charges.
 
On June 19, 2024, the Company and HWH entered into an addendum to the June
HWH SPA and June HWH Note to amend: (i) the number of shares of Common Stock convertible under the June HWH Note from 2,500,000 to 125,000,000;
and (ii) the conversion rate from $0.0001 to $0.002.



 

71
 

 
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
The
disclosure with respect to the change in our independent registered accountants required under this section was previously reported as
such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 20, 2023. As previously reported, there were no disagreements or any reportable events
to disclose.
 
ITEM
9A. CONTROLS AND PROCEDURES
 
Evaluation
of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer (“CEO”)
and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures, as defined
in Rule 13a-15(e) of the Exchange Act, as of the end of the fiscal period covered by this Annual Report, and concluded that, as of March
31, 2024, due to significant deficiencies described below, the Company’s disclosure controls and procedures are ineffective in providing
reasonable assurance that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management and its Board of Directors, as appropriate to allow timely decisions regarding
required disclosure.
 
Limitations
on the Company’s Controls and Procedures. We do not expect that our disclosure controls and procedures will prevent all errors
and all fraud. A system of internal controls and procedures, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can
provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore,
the design of any system of disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements
or omissions due to error or fraud may occur and not be detected.
 
Management’s
Annual Report on Internal Control over Financial Reporting.
 
Management
of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management, with the participation of our CEO and our CFO, assessed
the effectiveness of our internal control over financial reporting as of March 31, 2024, and concluded that our internal control
over financial reporting was ineffective to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States due to material weaknesses identified below.
 


 
1.
As
    of March 31, 2024, our management has identified material weaknesses in our internal controls to review and reconcile account balances
    on a monthly basis and has concluded that, due to such material weakness, our disclosure controls and procedures were not effective.

 
 
 

 
2.
As
    of March 31, 2024, our management has identified material weaknesses in our internal controls to complete document procedures that
    timely completes monthly reconciliations and closing procedures. Accordingly, management has determined that this control deficiency
    constitutes a material weakness.

 
Our conclusion is based on the fact that we do not have sufficient number of qualified accounting personnel to ensure
proper segregation of incompatible duties, perform timely account analyses, and timely preparation and review of our financial
statements. To remediate these material weaknesses, our management is in the process of (i) hiring more qualified accounting
personnel with relevant U.S. GAAP and SEC reporting experience; (ii) enhancing our accounting and financial reporting process, and
(iii) strengthening our account reconciliation and documentation procedures.
 
All
internal control systems, no matter how well designed, have inherent limitations. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
 
Changes
in Internal Control over Financial Reporting. During our most recent fiscal quarter, there have been no changes in our internal control
over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
 
ITEM
9B. OTHER INFORMATION
 
None.
 
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not
Applicable.
 

72
 

 
PART
III
 
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Except
as stated below, the information required by Item 10 of this Annual Report is incorporated herein by reference to the definitive proxy statement for the 2024 Annual
Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2024.
 
Directors
and Executive Officers
 
Heng
Fai Ambrose Chan, Frank D. Heuszel, and John (“JT”) Thatch, each a Director of the Company, also serve on the Board of Directors
of DSS, Inc. (formerly Document Security Systems, Inc.) (“DSS”). Mr. Chan also serves as Executive Chairman of the Company’s
Board of Directors of the Company. Mr. Thatch also serves as President, CEO and Vice Chairman of the Company’s Board of Directors
of the Company. Until May 4, 2023, DSS, together with its subsidiary, Decentralized Sharing Systems, Inc., was a majority shareholder
of the Company. On May 4, 2023, DSS and/or DSSI distributed 280,528,500 shares they held of SHRG to DSS, Inc.’s shareholders in
connection with the Form S-1 (file no. 333-271184) initially filed with the Securities and Exchange Commission on April 7, 2023, and
declared effective on April 25, 2023. As a result of the distribution, DSS and affiliates ceased being a majority shareholder of the
Company.
 
Code
of Business Conduct and Ethics
 
The
Company’s Board of Directors has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers
and employees. Copies of this document are available in print to any person, free of charge, upon written request to our Investor Relations
Department at 5200 Tennyson Pkwy, Suite 400, Plano, Texas 75024.
 
Involvement
in Legal Proceedings
 
No
Executive Officer or Director of the registrant has been convicted in a criminal proceeding (excluding traffic violations) or is the
subject of a criminal proceeding that is currently pending. In addition, no Executive Officer of the registrant is the subject of any
other type of legal proceedings pending.
 
As
of the date hereof, no Executive Officer or Director of the registrant is involved in any bankruptcy petition by or against any business
in which they are a general partner, an executive officer or a director at this time or within two years of any involvement as a general
partner, executive officer, or director of any business.
 
ITEM
11. EXECUTIVE COMPENSATION
 

The information required by this item is incorporated by reference to
the definitive proxy statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than
120 days after March 31, 2024.

 
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 

Except as stated below, the information required by
Item 12 of this Annual Report, including information about securities granted under individual compensation arrangements with executives
of the registrant, is incorporated herein by reference to the definitive proxy statement for the 2024 Annual Meeting
of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2024.

 

73
 

 
Equity
Compensation Plans
 
In
the fiscal year ended March 31, 2022, the Company did not issue securities to its directors, officers, employees, independent sales distributors,
and consultants. In the fiscal year ended March 31, 2023, the Company issued a fully vested warrant to purchase up to 8,444,663 shares
of the Company Common Stock, at the exercise price of $0.0001 per share, to the Company’s CEO John “JT” Thatch. The
fair value of the warrant on the grant date was $109,780.
 
In
the fiscal years ended March 31, 2021, and April 30, 2020, the Board authorized the issuance of fully vested stock warrants to purchase
an aggregate of up to 29,200,000 shares and 32,000,000 shares, respectively, of the Company’s Common Stock to its employees, including
24,700,000 shares and 32,000,000 shares, respectively, exercisable at a price linked to the price of a share of the Company’s stock
multiplied by a discount rate. As of March 31, 2022, stock warrants to purchase up to 19,700,000 shares under these authorizations remain
outstanding.
 
In
addition, in the fiscal years 2018 and 2019, the Company issued fully vested stock warrants in connection with certain stock subscription
agreements. These warrants convey the right to purchase up to 2,180,000 shares of the Company’s Common Stock, at an exercise price
determined by the average trading price per share of the Company’s Common Stock and expired in the fiscal year 2023. 
 
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 

The information required by this item is incorporated by reference to
the definitive proxy statement for the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission no later than 120 days after March 31, 2024.

 
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 

The information required by this item is incorporated by reference to
the definitive proxy statement for the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission no later than 120 days after March 31, 2024.

 

74
 

 
PART
IV
 
ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
 
The
following exhibits are filed as part of this Annual Report or are incorporated herein by reference:
 


3.1
 
Third Amended and Restated Articles of Incorporation of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit A to the Company’s Proxy Statement on Schedule 14A filed on July 14, 2022

 
 
 

3.2
 
Bylaws of Sharing Services Global Corporation, which is incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 24, 2019

 
 
 

3.3
 
Certificate of Designation of Series A Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on May 8, 2017

 
 
 

3.4
 
Certificate of Designation of Series C Preferred Stock, which is incorporated herein by reference from Exhibit 3.1.4 to the Company’s Current Report on Form 8-K filed on May 8, 2017

 
 
 

3.5
 
Certificate of Designation of Series D Preferred Stock, dated August 31, 2023, which is incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 5, 2023

 
 
 

3.6
 
Amended and Restated Certificate of Designation of Series D Preferred Stock, which is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2023

 
 
 

4.1
 
Convertible Promissory Note dated April 5, 2021, issued by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 9, 2021

 
 
 

4.2
 
Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on April 9, 2021

 
 
 

4.3
 
Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2021

 
 
 

4.4
 
Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

 
 
 

4.5
 
Form of Secured Advancing Convertible Promissory Note issued, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

4.6
 
Form of Warrant to Purchase Shares of Sharing Services Global Corporation’s Class A Common Stock issued, in June 2022, by Sharing Service Global Corporation to Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

4.7
 
Convertible Promissory Note issued by Sharing Services Global Corporation to Alset, Inc., dated January 17, 2024, which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 27, 2024
 

4.8
 
Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024, which is incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 27, 2024
 

4.9
 
Common Stock Purchase Warrant issued by Sharing Services Global Corporation to HWH International Inc., dated March 18, 2024, which is incorporated herein by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 27, 2024
 

4.10
 
Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated May 9, 2024, which is incorporated herein by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 27, 2024
 

4.11
 
Convertible Promissory Note issued by Sharing Services Global Corporation to HWH International Inc., dated June 6, 2024, which is incorporated herein by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 27, 2024

 
 
 

10.1
 
Securities Purchase Agreement dated as of April 5, 2021. by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021

 

75
 

 


10.2
 
Stock Purchase and Share Subscription Agreement dated as of December 23, 2021, by and among Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2021

 
 
 

10.3
 
Business Consulting Agreement dated January 24, 2022, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022

 
 
 

10.4
 
Form of Distributor Agreement of The Happy Co., which is incorporated herein by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

 
 
 

10.5
 
2021 The Happy Co. Brand Partner Compensation Plan, which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed on June 10, 2021

 
 
 

10.6
 
Form of Securities Purchase Agreement entered into, in June 2022, by and among Sharing Services Global Corporation, and the Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

10.7
 
Form of Security Agreement made, in June 2022, by Sharing Service Global Corporation in favor of Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

10.8
 
Form of Loan Agreement entered into, in June 2022, by and between LINDEN REAL ESTATE HOLDINGS, LLC and AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

10.9
 
Form of DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT made, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of Cottonwood Title Insurance Agency, Inc., for the benefit of American Pacific Bancorp, Inc., which is incorporated herein by reference from Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

10.10
 
Form of Demand Promissory Note issued, in June 2022, by LINDEN REAL ESTATE HOLDINGS, LLC in favor of AMERICAN PACIFIC BANCORP, INC., which is incorporated herein by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on June 21, 2022

 
 
 

10.11
 
Letter Agreement dated February 3, 2023, by and between Sharing Service Global Corporation and DSS, Inc., which is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2023

 
 
 

10.12
 
Letter Agreement dated February 28, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2023

 
 
 

10.13
 
Securities Exchange and Amendment Agreement dated March 24, 2023, by and between Sharing Service Global Corporation, DSS, Inc., and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 30, 2023

 
 
 

10.14
 
Letter Agreement dated April 17, 2023, by and between Sharing Service Global Corporation and Decentralized Sharing Systems, Inc., which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2023

 
 
 

10.15
 
Exchange Agreement between Sharing Services Global Corporation and Decentralized Sharing System, Inc., dated August 31, 2023, which is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 5, 2023


 
 

10.16†
 
Asset Purchase Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023

 
 
 

10.17
 
Bill of Sale and Assumption Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023

 
 
 

10.18
 
Exclusive Intellectual Property License Agreement between Sharing Services Global Corporation and HWH World, Inc., dated November 3, 2023, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023

 
 
 

10.19
 
Assignment and Assumption Agreement between Sharing Services Global Corporation, Decentralized Sharing Systems, Inc., and Ascend Management Pte. Ltd., dated November 3, 2023, which is incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023

 
 
 

10.20
 
Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated March 18, 2024, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
 

10.21
 
Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated May 9, 2024, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
 

10.22
 
Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated June 6, 2024, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024
 

10.23
 
Addendum between Sharing Services Global Corporation and HWH International Inc., dated June 19, 2024, which is incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024

 
 
 

21.1
 
List of Subsidiaries of Sharing Services Global Corporation *

 
 
 

31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 
 
 

31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 
 
 

32.1
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

 
 
 

32.2
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

 
 
 

101.INS101
 
Inline
    XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
    the Inline XBRL document) *

 
 
 

101.SCH
 
Inline
    XBRL Taxonomy Extension Schema Document *

 
 
 

101.CAL
 
Inline
    XBRL Taxonomy Extension Calculation Linkbase Document *

 
 
 

101.DEF
 
Inline
    XBRL Taxonomy Extension Definition Linkbase Document *

 
 
 

101.LAB
 
Inline
    XBRL Taxonomy Extension Label Linkbase Document *

 
 
 

101.PRE
 
Inline
    XBRL Taxonomy Extension Presentation Linkbase Document *

 
 
 

104
 
Cover
    Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) *

 
*Filed
herewith
**
Furnished herewith

† Schedules and exhibits have been omitted
pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) of Regulation
S-K.

 
ITEM
16. FORM 10-K SUMMARY.
 
As
permitted, the Company has elected to omit the information required by Item 16 of this Annual Report.
 

76
 

 
SIGNATURES
 
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 1st day of July 2024.
 


 
SHARING
    SERVICES GLOBAL CORPORATION

 
(Registrant)

 
 
 

 
By:
    
/s/
    John Thatch

 
 
John
    Thatch

 
 
Chief
    Executive Officer and Vice Chairman of the Board of Directors (Principal Executive Officer)

 
 
 

 
By:
/s/
    Anthony S. Chan

 
 
Anthony
    S. Chan

 
 
Chief
    Financial Officer (Principal Accounting Officer) 

 
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 


Signature
 
Title
 
Date

 
 
 
 
 

/s/
    John Thatch
 
Chief
    Executive Officer and Vice Chairman of the Board of 
 
July 1, 2024

John
    Thatch
 
Directors
    (Principal Executive Officer) 
 
 

 
 
 
 
 

/s/
                                            Anthony S. Chan

 
Chief Financial Officer (Principal Accounting Officer)
 
July 1, 2024

Anthony S. Chan
 
 
 
 

 
 
 
 
 

/s/
    Heng Fai Ambrose Chan
 
Executive
    Chairman of the Board of Directors
 
July 1, 2024

Heng
    Fai Ambrose Chan
 
 
 
 

 
 
 
 
 

/s/
    Robert H. Trapp
 
Director
 
July 1, 2024

Robert
    H. Trapp
 
 
 
 

 
 
 
 
 

 

77

 


